UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported): October
28, 2008 (October 27, 2008)
Avis
Budget Group, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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1-10308
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06-0918165
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification
Number)
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6
Sylvan Way
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07054
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Parsippany,
NJ
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(973)
496-4700
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01
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Entry
into a Material Definitive Agreement.
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On
October 27, 2008, our Avis Budget Rental Car Funding (AESOP) LLC subsidiary
extended the expiration date of our principal asset-backed conduit facility
(known as the Series 2002-2 Notes) to December 26, 2008 and decreased the
maximum available amount under such facility by $50,000,000, to
$1,450,000,000. The facility was also amended to increase the
enhancement and liquidity percentages in order to obtain ratings of “AA” from
S&P and “Aa2” from Moody’s, to increase the vehicle concentration limits for
certain “risk” vehicles and to add a new amortization event defined as the
occurrence and continuation of an “event of default” under our senior credit
facilities. The usage and other fees payable under the facility were
increased by an anticipated 3% per annum, compared to previous
years.
Also on
October 27, 2008, our Avis Budget Rental Car Funding (AESOP) LLC subsidiary
amended our $1.1 billion seasonal conduit facility (known as the Series 2008-1
Notes), which matures in February 2009, to include similar pricing and other
terms as described above. The maximum available amount under such
facility was also decreased by $100 million to $1 billion.
Attached
hereto is a copy of the Eleventh Amendment to the Amended and Restated Series
2002-2 Supplement, as Exhibit 10.1, and a
copy of the First Amendment to the Series 2008-1 Supplement as Exhibit 10.2, which
are incorporated herein by reference.
Certain
of the conduit purchasers of the Series 2002-2 Notes and the Series 2008-1
Notes, the trustee, and their respective affiliates, have performed and may in
the future perform, various commercial banking, investment banking and other
financial advisory services for us and our subsidiaries for which they have
received, and will receive, customary fees and expenses.
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Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
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The
information described above under “Item 1.01 Entry into a Material Definitive
Agreement” is hereby incorporated herein by reference.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
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Exhibits.
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The
following exhibits are filed as part of this report:
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Exhibit
No.
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Description
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10.1
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Eleventh
Amendment to the Amended and Restated Series 2002-2 Supplement, dated as
of October 27, 2008.
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10.2
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First
Amendment to the Series 2008-1 Supplement, dated as of October 27,
2008.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereto
duly authorized.
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AVIS
BUDGET GROUP, INC.
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By:
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/s/ Jean
M. Sera
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Name:
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Jean
M. Sera
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Title:
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Senior
Vice President and
Secretary
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Date:
October 28, 2008
3
AVIS
BUDGET GROUP, INC.
CURRENT
REPORT ON FORM 8-K
Report
Dated October 28, 2008
(October 27, 2008)
EXHIBIT
INDEX
4
Exhibit
10.1
ELEVENTH AMENDMENT TO THE
AMENDED AND
RESTATED
SERIES 2002-2
SUPPLEMENT
This
ELEVENTH AMENDMENT TO THE AMENDED AND RESTATED SERIES 2002-2 SUPPLEMENT (this
“Amendment”),
dated as of October 27, 2008, amends the Amended and Restated Series 2002-2
Supplement (the “Series 2002-2
Supplement”), dated as of November 22, 2002, as amended by the First
Amendment thereto, dated as of October 30, 2003, the Second Amendment thereto,
dated as of June 3, 2004, the Third Amendment thereto, dated as of November 30,
2004, the Fourth Amendment thereto, dated as of November 28, 2005, the Fifth
Amendment thereto, dated as of December 23, 2005, the Sixth Amendment thereto,
dated as of February 17, 2006, the Seventh Amendment thereto, dated as of March
21, 2006, the Eighth Amendment thereto, dated as of November 30, 2006, the Ninth
Amendment thereto, dated as of May 9, 2007, and the Tenth Amendment thereto,
dated as of October 29, 2007, and is among AVIS BUDGET RENTAL CAR FUNDING
(AESOP) LLC (formerly known as Cendant Rental Car Funding (AESOP) LLC), a
special purpose limited liability company established under the laws of Delaware
(“ABRCF”), AVIS
BUDGET CAR RENTAL, LLC (formerly known as Cendant Car Rental Group, LLC and
Cendant Car Rental Group, Inc.) (“Avis Budget”), a
limited liability company established under the laws of Delaware, as
administrator (the “Administrator”),
JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), a national
banking association, as administrative agent (the “Administrative
Agent”), the several commercial paper conduits listed on Schedule I
thereto (each a “CP
Conduit Purchaser”), the several banks set forth opposite the name of
each CP Conduit Purchaser on Schedule I thereto (each an “APA Bank” with
respect to such CP Conduit Purchaser), the several agent banks set forth
opposite the name of each CP Conduit Purchaser on Schedule I thereto (each a
“Funding Agent”
with respect to such CP Conduit Purchaser), THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A. (as successor in interest to The Bank of New York), a national
banking association, as trustee (in such capacity, the “Trustee”) and as
agent for the benefit of the Series 2002-2 Noteholders (in such capacity, the
“Series 2002-2
Agent”), to the Second Amended and Restated Base Indenture, dated as of
June 3, 2004, between ABRCF and the Trustee (as amended, modified or
supplemented from time to time, exclusive of Supplements creating a new Series
of Notes, the “Base
Indenture”). All capitalized terms used herein and not
otherwise defined herein shall have the respective meanings provided therefor in
the Definitions List attached as Schedule I to the Base Indenture (as amended
through the date hereof) or the Series 2002-2 Supplement, as
applicable.
W I T N E S S E T
H:
WHEREAS,
pursuant to Section 12.2 of the Base Indenture, any Supplement thereto may be
amended with the consent of ABRCF, the Trustee and each affected Noteholder of
the applicable Series of Notes, so long as such amendment only affects the
Noteholders of such Series of Notes;
WHEREAS,
the parties desire to amend the Series 2002-2 Supplement to (i) extend the
Scheduled Expiry Date; (ii) replace Schedule I thereto with a new Schedule I in
the form of Schedule A to this Amendment; (iii) increase the Series 2002-2
Maximum Non-Program Vehicle Percentage; (iv) modify the concentration limits
with respect to Kia, Mitsubishi, Suzuki, Nissan and Hyundai; (v) add an
additional Amortization Event; and (vi) increase enhancement levels in order to
obtain an explicit AA/Aa2 rating from each of Standard & Poor’s and Moody’s;
and
1
WHEREAS,
ABRCF has requested the Trustee, the Series 2002-2 Agent, the Administrator, the
Administrative Agent and each Series 2002-2 Noteholder to, and, upon the
effectiveness of this Amendment, ABRCF, the Trustee, the Series 2002-2 Agent,
the Administrator, the Administrative Agent and the Series 2002-2 Noteholders
have agreed to, amend certain provisions of the Series 2002-2 Supplement as set
forth herein;
NOW,
THEREFORE, it is agreed:
1.
Amendments of
Definitions. The following defined terms, as set forth in
Article I(b) of the Series 2002-2 Supplement, are hereby amended and restated in
their entirety as follows:
““Scheduled Expiry
Date” means (x) with respect to any Purchaser Group that is an Extending
Purchaser Group on the Series 2002-2 Eleventh Amendment Effective Date, December
26, 2008, as such date may be extended in accordance with Section 2.6(b) and (y)
with respect to any Purchaser Group that is a Non-Extending Purchaser Group on
the Series 2002-2 Eleventh Amendment Effective Date, October 27,
2008.”
““Series 2002-2 Maximum
Manufacturer Amount” means, as of any day, any of the Series 2002-2
Maximum Mitsubishi Amount, the Series 2002-2 Maximum Individual Isuzu/Subaru
Amount, the Series 2002-2 Maximum Hyundai Amount, the Series 2002-2 Maximum Kia
Amount or the Series 2002-2 Maximum Suzuki Amount.”
“Series 2002-2 Maximum
Mitsubishi Amount” means, as of any day, an amount equal to 10% of the
aggregate Net Book Value of all Vehicles leased under the Leases on such
day.
““Series 2002-2 Maximum
Non-Program Vehicle Percentage” means, as of any date of determination,
the sum of (a) 85% and (b) a fraction, expressed as a percentage, the numerator
of which is the aggregate Net Book Value of all Redesignated Vehicles
manufactured by a Bankrupt Manufacturer or a Manufacturer with respect to which
a Manufacturer Event of Default has occurred, and in each case leased under the
AESOP I Operating Lease or the Finance Lease as of such date, and the
denominator of which is the aggregate Net Book Value of all Vehicles leased
under the Leases as of such date.”
““Series 2002-2 Moody’s
Highest Enhancement Rate” means, as of any date of determination, the
greater of (a) 46.50% and (b) the sum of (i) 46.50% and (ii) the highest, for
any calendar month within the preceding twelve calendar months, of the greater
of (x) an amount (not less than zero) equal to 100% minus the Measurement
Month Average for the immediately preceding Measurement Month and (y) an amount
(not less than zero) equal to 100% minus the Market
Value Average as of the Determination Date within such calendar month (excluding
the Market Value Average for any Determination Date which has not yet
occurred).”
2
““Series 2002-2 Moody’s
Intermediate Enhancement Rate” means, as of any date of determination,
41.375%.”
““Series 2002-2 Moody’s Lowest
Enhancement Rate” means, as of any date of determination,
18.75%.”
““Series 2002-2 Required
Enhancement Amount” means, as of any date of determination, the sum
of:
(i) the
product of the Series 2002-2 Required Enhancement Percentage as of such date and
the Series 2002-2 Invested Amount as of such date;
(ii) the
greater of (x) the Series 2002-2 Percentage of the excess, if any, of the
Non-Program Vehicle Amount as of the immediately preceding Business Day over the
Series 2002-2 Maximum Non-Program Vehicle Amount as of the immediately preceding
Business Day and (y) the excess, if any, of (A) the Series 2002-2 AESOP I
Operating Lease Vehicle Percentage of the Net Book Value of all Non-Program
Vehicles (other than (i) Unaccepted Program Vehicles and (ii) Vehicles subject
to a Manufacturer Program with a Specified Eligible Non-Program Manufacturer)
leased under the AESOP I Operating Lease as of the immediately preceding
Business Day over (B) the Series 2002-2 Maximum Non-Program Vehicle Percentage
of the sum of (1) the Series 2002-2 VFN Percentage of the Net Book Value of all
Vehicles leased under the AESOP II Operating Lease as of the immediately
preceding Business Day and (2) the Series 2002-2 AESOP I Operating Lease Vehicle
Percentage of the Net Book Value of all Vehicles leased under the AESOP I
Operating Lease as of the immediately preceding Business Day;
(iii) the
greater of (x) the Series 2002-2 Percentage of the excess, if any, of the
aggregate Net Book Value of all Vehicles manufactured by Mitsubishi and leased
under the Leases as of the immediately preceding Business Day over the Series
2002-2 Maximum Mitsubishi Amount as of the immediately preceding Business Day
and (y) the excess, if any, of (A) the sum of (1) the Series 2002-2 VFN
Percentage of the aggregate Net Book Value of all Vehicles manufactured by
Mitsubishi and leased under the AESOP II Operating Lease as of the immediately
preceding Business Day and (2) the Series 2002-2 AESOP I Operating Lease Vehicle
Percentage of the Net Book Value of all Vehicles manufactured by Mitsubishi and
leased under the AESOP I Operating Lease as of the immediately preceding
Business Day over (B) 10% of the sum of (1) the Series 2002-2 VFN Percentage of
the Net Book Value of all Vehicles leased under the AESOP II Operating Lease as
of the immediately preceding Business Day and (2) the Series 2002-2 AESOP I
Operating Lease Vehicle Percentage of the Net Book Value of all Vehicles leased
under the AESOP I Operating Lease as of the immediately preceding Business
Day;
3
(iv) the
greater of (x) the Series 2002-2 Percentage of the excess, if any, of the
aggregate Net Book Value of all Vehicles manufactured by Isuzu or Subaru,
individually, and leased under the Leases as of the immediately preceding
Business Day over the Series 2002-2 Maximum Individual Isuzu/Subaru Amount as of
the immediately preceding Business Day and (y) the excess, if any, of
(A) the sum of (1) the Series 2002-2 VFN Percentage of the aggregate Net
Book Value of all Vehicles manufactured by Isuzu or Subaru, individually, and
leased under the AESOP II Operating Lease as of the immediately preceding
Business Day and (2) the Series 2002-2 AESOP I Operating Lease Vehicle
Percentage of the Net Book Value of all Vehicles manufactured by Isuzu or
Subaru, individually, and leased under the AESOP I Operating Lease as of the
immediately preceding Business Day over (B) 5% of the sum of (1) the Series
2002-2 VFN Percentage of the Net Book Value of all Vehicles leased under the
AESOP II Operating Lease as of the immediately preceding Business Day and (2)
the Series 2002-2 AESOP I Operating Lease Vehicle Percentage of the Net Book
Value of all Vehicles leased under the AESOP I Operating Lease as of the
immediately preceding Business Day;
(v) the
greater of (x) the Series 2002-2 Percentage of the excess, if any, of the
aggregate Net Book Value of all Vehicles manufactured by Hyundai and leased
under the Leases as of the immediately preceding Business Day over the Series
2002-2 Maximum Hyundai Amount as of the immediately preceding Business Day and
(y) the excess, if any, of (A) the sum of (1) the Series 2002-2 VFN
Percentage of the aggregate Net Book Value of all Vehicles manufactured by
Hyundai and leased under the AESOP II Operating Lease as of the immediately
preceding Business Day and (2) the Series 2002-2 AESOP I Operating Lease Vehicle
Percentage of the Net Book Value of all Vehicles manufactured by Hyundai and
leased under the AESOP I Operating Lease as of the immediately preceding
Business Day over (B) 20% of the sum of (1) the Series 2002-2 VFN Percentage of
the Net Book Value of all Vehicles leased under the AESOP II Operating Lease as
of the immediately preceding Business Day and (2) the Series 2002-2 AESOP I
Operating Lease Vehicle Percentage of the Net Book Value of all Vehicles leased
under the AESOP I Operating Lease as of the immediately preceding Business
Day;
(vi) the
greater of (x) the Series 2002-2 Percentage of the excess, if any, of the
aggregate Net Book Value of all Vehicles manufactured by Suzuki and leased under
the Leases as of the immediately preceding Business Day over the Series 2002-2
Maximum Suzuki Amount as of the immediately preceding Business Day and (y) the
excess, if any, of (A) the sum of (1) the Series 2002-2 VFN Percentage of
the aggregate Net Book Value of all Vehicles manufactured by Suzuki and leased
under the AESOP II Operating Lease as of the immediately preceding Business Day
and (2) the Series 2002-2 AESOP I Operating Lease Vehicle Percentage of the Net
Book Value of all Vehicles manufactured by Suzuki and leased under the AESOP I
Operating Lease as of the immediately preceding Business Day over (B) 7.5% of
the sum of (1) the Series 2002-2 VFN Percentage of the Net Book Value of all
Vehicles leased under the AESOP II Operating Lease as of the immediately
preceding Business Day and (2) the Series 2002-2 AESOP I Operating Lease Vehicle
Percentage of the Net Book Value of all Vehicles leased under the AESOP I
Operating Lease as of the immediately preceding Business Day;
4
(vii)
the greater of (x) the Series 2002-2 Percentage of the excess, if any, of the
aggregate Net Book Value of all Vehicles manufactured by Kia and leased under
the Leases as of the immediately preceding Business Day over the Series 2002-2
Maximum Kia Amount as of the immediately preceding Business Day and (y) the
excess, if any, of (A) the sum of (1) the Series 2002-2 VFN Percentage of the
aggregate Net Book Value of all Vehicles manufactured by Kia and leased under
the AESOP II Operating Lease as of the immediately preceding Business Day and
(2) the Series 2002-2 AESOP I Operating Lease Vehicle Percentage of the Net Book
Value of all Vehicles manufactured by Kia and leased under the AESOP I Operating
Lease as of the immediately preceding Business Day over (B) 10% of the sum of
(1) the Series 2002-2 VFN Percentage of the Net Book Value of all Vehicles
leased under the AESOP II Operating Lease as of the immediately preceding
Business Day and (2) the Series 2002-2 AESOP I Operating Lease Vehicle
Percentage of the Net Book Value of all Vehicles leased under the AESOP I
Operating Lease as of the immediately preceding Business Day;
(viii) the
greater of (x) the Series 2002-2 Percentage of the excess, if any, of the
Specified States Amount as of the immediately preceding Business Day over the
Series 2002-2 Maximum Specified States Amount as of the immediately preceding
Business Day and (y) the excess, if any, of (A) the sum of (1) the Series 2002-2
VFN Percentage of the Net Book Value of all Vehicles titled in the States of
Ohio, Oklahoma and Nebraska and leased under the AESOP II Operating Lease as of
the immediately preceding Business Day and (2) the Series 2002-2 AESOP I
Operating Lease Vehicle Percentage of the Net Book Value of all Vehicles titled
in the States of Ohio, Oklahoma and Nebraska and leased under the AESOP I
Operating Lease as of the immediately preceding Business Day over (B) 7.5% of
the sum of (1) the Series 2002-2 VFN Percentage of the Net Book Value of all
Vehicles leased under the AESOP II Operating Lease as of the immediately
preceding Business Day and (2) the Series 2002-2 AESOP I Operating Lease Vehicle
Percentage of the Net Book Value of all Vehicles leased under the AESOP I
Operating Lease as of the immediately preceding Business Day; and
(ix)
the greater of (x) the Series 2002-2 Percentage of the excess, if any, of the
Non-Eligible Manufacturer Amount as of the immediately preceding Business Day
over the Series 2002-2 Maximum Non-Eligible Manufacturer Amount as of the
immediately preceding Business Day and (y) the excess, if any, of (A) the Series
2002-2 AESOP I Operating Lease Vehicle Percentage of the Net Book Value of all
Vehicles manufactured by Manufacturers other than Eligible Non-Program
Manufacturers and leased under the AESOP I Operating Lease as of the immediately
preceding Business Day over (B) 3% of the sum of (1) the Series 2002-2 VFN
Percentage of the Net Book Value of all Vehicles leased under the AESOP II
Operating Lease as of the immediately preceding Business Day and (2) the Series
2002-2 AESOP I Operating Lease Vehicle Percentage of the Net Book Value of all
Vehicles leased under the AESOP I Operating Lease as of the immediately
preceding Business Day.
5
““Series 2002-2 Required
Liquidity Amount” means, with respect to any Distribution Date, an amount
equal to 10.50% of the Series 2002-2 Invested Amount on such Distribution Date
(after giving effect to any payments of principal to be made on the Series
2002-2 Notes on such Distribution Date).”
““Series 2002-2 Standard &
Poor’s Highest Enhanced Vehicle Percentage” means, as of any date
of determination, a fraction, expressed as a percentage, (a) the numerator of
which is the sum, without duplication, of (i) the sum of (A) the aggregate Net
Book Value of all Vehicles leased under the AESOP I Operating Lease that are
manufactured by either of the Standard & Poor’s Specified Non-Investment
Grade Manufacturers as of such date and (B) the Series 2002-2 VFN Percentage of
the aggregate Net Book Value of all Vehicles leased under the AESOP II Operating
Lease that are manufactured by either of the Standard & Poor’s Specified
Non-Investment Grade Manufacturers as of such date, (ii) the excess, if any, of
(A) the sum of (1) the aggregate Net Book Value of all Vehicles leased under the
AESOP I Operating Lease that are manufactured by a Standard & Poor’s
Non-Investment Grade Manufacturer other than a Standard & Poor’s Specified
Non-Investment Grade Manufacturer, as of such date and (2) the Series 2002-2 VFN
Percentage of the aggregate Net Book Value of all Vehicles leased under the
AESOP II Operating Lease that are manufactured by a Standard & Poor’s
Non-Investment Grade Manufacturer other than a Standard & Poor’s Specified
Non-Investment Grade Manufacturer, as of such date over (B) 30.00% of
the sum of (1) the aggregate Net Book Value of all Vehicles leased under the
AESOP I Operating Lease as of such date and (2) the Series 2002-2 VFN Percentage
of the aggregate Net Book Value of all Vehicles leased under the AESOP II
Operating Lease as of such date, (iii) the sum of (A) the aggregate Net Book
Value of all Vehicles leased under the AESOP I Operating Lease that are
manufactured by a Bankrupt Manufacturer and (B) the Series 2002-2 VFN Percentage
of the aggregate Net Book Value of all Vehicles leased under the AESOP II
Operating Lease that are manufactured by a Bankrupt Manufacturer as of such date
and (iv) the Series 2002-2 Standard & Poor’s Kia/Hyundai Highest Enhanced
Vehicle Percentage Amount as of such date and (b) the denominator of which is
the sum of (i) the aggregate Net Book Value of all Vehicles leased under the
AESOP I Operating Lease as of such date and (ii) the Series 2002-2 VFN
Percentage of the aggregate Net Book Value of all Vehicles leased under the
AESOP II Operating Lease as of such date.”
““Series 2002-2 Standard &
Poor’s Highest Enhancement Rate” means, as of any date of determination,
the sum of the Series 2002-2 Standard & Poor’s Intermediate Enhancement Rate
as of such date and 9.00%.”
““Series 2002-2 Standard &
Poor’s Intermediate Enhancement Rate” means, as of any date of
determination, the greater of (a) 47.00% and (b) the sum of (i) 47.00% and (ii)
the highest, for any calendar month within the preceding twelve calendar months,
of the greater of (x) an amount (not less than zero) equal to 100% minus the Measurement
Month Average for the immediately preceding Measurement Month and (y) an amount
(not less than zero) equal to 100% minus the Market
Value Average as of the Determination Date within such calendar month (excluding
the Market Value Average for any Determination Date which has not yet
occurred).”
6
““Series 2002-2 Standard &
Poor’s Lowest Enhanced Vehicle Percentage” means, as of any date of
determination, a fraction, expressed as a percentage, (a) the numerator of which
is an amount equal to, without duplication (X) the sum, without duplication, of
(1) the sum of (A) the aggregate Net Book Value of all Program Vehicles leased
under the AESOP I Operating Lease that are manufactured by Eligible Program
Manufacturers having long-term senior unsecured debt ratings of “AA” or higher
from Standard & Poor’s as of such date and (B) the Series 2002-2 VFN
Percentage of the aggregate Net Book Value of all Program Vehicles leased under
the AESOP II Operating Lease that are manufactured by Eligible Program
Manufacturers having long-term senior unsecured debt ratings of “AA” or higher
from Standard & Poor’s as of such date, (2) so long as any Eligible
Non-Program Manufacturer has a long-term senior unsecured debt rating of “AA” or
higher from Standard & Poor’s and no Manufacturer Event of Default has
occurred and is continuing with respect to such Eligible Non-Program
Manufacturer, the aggregate Net Book Value of all Non-Program Vehicles leased
under the AESOP I Operating Lease manufactured by each such Eligible Non-Program
Manufacturer that are subject to a Manufacturer Program and remain eligible for
repurchase thereunder as of such date and (3) the lesser of (A) the sum of (x)
if as of such date any Eligible Program Manufacturer has a long-term senior
unsecured debt rating of “AA-” from Standard & Poor’s, the sum of (I) the
aggregate Net Book Value of all Program Vehicles leased under the AESOP I
Operating Lease manufactured by each such Eligible Program Manufacturer as of
such date and (II) the Series 2002-2 VFN Percentage of the Aggregate Net Book
Value of all Program Vehicles leased under the AESOP II Operating Lease
manufactured by each such Eligible Program Manufacturer as of such date and (y)
if as of such date any Eligible Non-Program Manufacturer has a long-term senior
unsecured debt rating of “AA-” from Standard & Poor’s and no Manufacturer
Event of Default has occurred and is continuing with respect to such Eligible
Non-Program Manufacturer, the aggregate Net Book Value of all Non-Program
Vehicles leased under the AESOP I Operating Lease manufactured by each such
Eligible Non-Program Manufacturer that are subject to a Manufacturer Program and
remain eligible for repurchase thereunder as of such date and (B) 10% of the sum
of (x) the aggregate Net Book Value of all Vehicles leased under the AESOP I
Operating Lease as of such date and (y) the Series 2002-2 VFN Percentage of the
aggregate Net Book Value of all Vehicles leased under the AESOP II Operating
Lease as of such date minus (Y) the Series
2002-2 Standard & Poor’s Kia/Hyundai Lowest Enhanced Vehicle Percentage
Adjustment Amount as of such date and (b) the denominator of which is the sum of
(1) the aggregate Net Book Value of all Vehicles leased under the AESOP I
Operating Lease as of such date and (2) the Series 2002-2 VFN Percentage of the
aggregate Net Book Value of all Vehicles leased under the AESOP II Operating
Lease as of such date.”
““Series 2002-2 Standard &
Poor’s Lowest Enhancement Rate” means, as of any date of determination,
31.75%.”
““Standard & Poor’s
Non-Investment Grade Manufacturer” means, as of any date of
determination, any Manufacturer that (i) is not a Bankrupt Manufacturer and (ii)
does not have a long-term senior unsecured debt rating of at least “AA-” from
Standard & Poor’s; provided that any
Manufacturer whose long-term senior unsecured debt rating is downgraded from at
least “AA-” to below “AA-” by Standard & Poor’s after the Series 2002-2
Eleventh Amendment Effective Date shall not be deemed a Standard & Poor’s
Non-Investment Grade Manufacturer until the thirtieth (30th)
calendar day following such downgrade.”
7
2.
Addition of
Definitions. The following defined terms are hereby added in
their entirety, in appropriate alphabetical order, to Article I(b) of the Series
2002-2 Supplement as follows:
““Series 2002-2 Maximum Hyundai
Amount” means, as of any day, an amount equal to 20% of the aggregate Net
Book Value of all Vehicles leased under the Leases on such day.”
““Series 2002-2 Maximum
Individual Isuzu/Subaru Amount” means, as of any day, with respect to
Isuzu or Subaru individually, an amount equal to 5% of the aggregate Net Book
Value of all Vehicles leased under the Leases on such day.”
““Series 2002-2 Maximum Kia
Amount” means, as of any day, an amount equal to 10% of the aggregate Net
Book Value of all Vehicles leased under the Leases on such day.”
““Series 2002-2 Maximum Suzuki
Amount” means, as of any day, an amount equal to 7.5% of the aggregate
Net Book Value of all Vehicles leased under the Leases on such
day.”
““Series 2002-2 Standard &
Poor’s Kia/Hyundai Highest Enhanced Vehicle Percentage Amount” means, as
of any date of determination, the sum, without duplication, of (i) the excess,
if any, of (A) the sum of (1) the aggregate Net Book Value of all Vehicles
leased under the AESOP I Operating Lease that are manufactured by Hyundai as of
such date and (2) the Series 2002-2 VFN Percentage of the aggregate Net Book
Value of all Vehicles leased under the AESOP II Operating Lease that are
manufactured by Hyundai as of such date over (B) 15% of the
sum of (1) the aggregate Net Book Value of all Vehicles leased under the AESOP I
Operating Lease as of such date and (2) the Series 2002-2 VFN percentage of the
aggregate Net Book Value of all Vehicles leased under the AESOP II Operating
Lease as of such date, (ii) the excess, if any, of (A) the sum of (1) the
aggregate Net Book Value of all Vehicles leased under the AESOP I Operating
Lease that are manufactured by Kia as of such date and (2) the Series 2002-2 VFN
Percentage of the aggregate Net Book Value of all Vehicles leased under the
AESOP II Operating Lease that are manufactured by Kia as of such date over (B) 7.5% of the
sum of (1) the aggregate Net Book Value of all Vehicles leased under the AESOP I
Operating Lease as of such date and (2) the Series 2002-2 VFN percentage of the
aggregate Net Book Value of all Vehicles leased under the AESOP II Operating
Lease as of such date, and (iii) the excess, if any, of (A) the sum of (1) the
aggregate Net Book Value of all Vehicles leased under the AESOP I Operating
Lease that are manufactured by Hyundai or Kia in the aggregate as of such date
and (2) the Series 2002-2 VFN Percentage of the aggregate Net Book Value of all
Vehicles leased under the AESOP II Operating Lease that are manufactured by
Hyundai or Kia in the aggregate as of such date over (B) 20% of the
sum of (1) the aggregate Net Book Value of all Vehicles leased under the AESOP I
Operating Lease as of such date and (2) the Series 2002-2 VFN percentage of the
aggregate Net Book Value of all Vehicles leased under the AESOP II Operating
Lease as of such date.”
8
““Series 2002-2 Standard &
Poor’s Kia/Hyundai Lowest Enhanced Vehicle Percentage Adjustment Amount”
means, (i) as of any date of determination on which either Kia or Hyundai has a
long-term unsecured debt rating of at least “AA-” from Standard & Poors, the
sum of the Net Book Values as of such date of each Vehicle manufactured by Kia
or Hyundai that is included both in (x) the calculation of the Series 2002-2
Standard & Poor’s Kia/Hyundai Highest Enhanced Vehicle Percentage Amount on
such date and (y) the calculation of subclause (a)(X) of the definition of
Series 2002-2 Standard & Poor’s Lowest Enhanced Vehicle Percentage on such
date and (ii) as of any other date, zero.”
““Series 2008-1
Supplement” means, the Series 2008-1 Supplement, dated as of February 15,
2008, as amended, modified or supplemented from time to time, among ABRCF, ABCR,
as administrator, JPMorgan Chase, as administrative agent, the CP Conduit
Purchasers, Funding Agents and APA Banks named therein, and The Bank of New York
Mellon Trust Company, N.A. (as successor in interest to The Bank of New York
Trust Company, N.A.), as trustee and as agent for the benefit of the Series
2008-1 Noteholders, to the Base Indenture.”
3.
Deletion of
Definitions. The following defined terms, as set forth in
Article I(b) of the Series 2002-2 Supplement, are hereby deleted in their
entirety: “Series 2002-2 Maximum Aggregate
Kia/Isuzu/Subaru/Hyundai/Suzuki Amount”, “Series 2002-2 Maximum Individual
Hyundai/Suzuki Amount”, “Series 2002-2 Maximum Nissan Amount” and “Series 2002-2
Maximum Individual Kia/Isuzu/Subaru Amount.”
4.
Amendment to
Section 2.5. Section 2.5(a) of the Series 2002-2 Supplement is
hereby amended by adding the following text at the end of the first sentence
thereof:
“; and
provided, further, that no such
Decrease (other than pursuant to Section 2.5(d)) shall be permitted unless the
Series 2008-1 Invested Amount (as defined in the Series 2008-1 Supplement) is
equal to zero on such date (after giving effect to all payments to be made
pursuant to the Series 2008-1 Supplement on such date).”
5.
Amendment to
Article IV. Article IV of the Series 2002-2 Supplement is
hereby amended by (i) adding the following clause (k):
“(k)
the occurrence and continuation of an “event of default” under (i) the Credit
Agreement, dated as of April 19, 2006 (the “Credit Agreement”),
among Avis Budget Holdings, LLC, as Borrower, Avis Budget Car Rental, LLC, as
Borrower, the subsidiary borrowers referred to therein, the several lenders
referred to therein, JPMorgan Chase, as Administrative Agent, Deutsche Bank
Securities Inc., as Syndication Agent, each of Bank of America, N.A., Calyon New
York Branch and Citicorp USA, Inc., as Documentation Agents and Wachovia Bank,
National Association, as Co-Documentation Agent or (ii) any credit agreement or
similar facility (a “Replacement Credit
Agreement”) entered into by Avis Budget Holdings, LLC, Avis Budget Car
Rental LLC and/or any affiliate of either entity, that refinances or replaces
the Credit Agreement, without giving effect to any amendment to such Credit
Agreement or Replacement Credit Agreement or any waiver of any such event of
default, in each case subsequent to the Series 2002-2 Eleventh Amendment
Effective Date, that is not approved in writing by the Requisite Noteholders and
provided that, for purposes of this Supplement, the event of default set forth
in Section 8(e) of the Credit Agreement shall survive the termination of the
Credit Agreement..”
9
and (ii)
inserting the text “or (k)” immediately after each occurrence of the text “(j)”
in the last paragraph of Article IV.
6.
Additional
Covenant. Section 8.2 of the Series 2002-2 Supplement is
hereby amended by adding the following clause as Section 8.2(h):
“(h) they
shall not permit the aggregate Capitalized Cost for all Vehicles purchased in
any model year that are not subject to a Manufacturer Program to exceed 85% of
the aggregate MSRP (Manufacturer Suggested Retail Price) of all of such
Vehicles.”
7.
Amendment to Schedule
I. (a) On the Series 2002-2 Eleventh Amendment Effective Date,
Schedule I to the Series 2002-2 Supplement shall be amended by deleting such
Schedule in its entirety and substituting in lieu thereof a new Schedule I in
the form of Schedule A to this Amendment, which shall (i) effect an increase in
the Commitment Amount of certain Extending Purchaser Groups pursuant to Section
2.6(a) of the Series 2002-2 Supplement as reflected thereon and (ii) remove the
Commitment Amount and all other information on Schedule I with respect to Mizuho
Corporate Bank (USA), Advantage Asset Securitization Corp. (together, the “Mizuho Purchaser
Group”) and Mizuho Corporate Bank, Ltd.
(b) By
executing this Amendment, each Extending Purchaser Group whose Commitment Amount
is increased by effect of this Amendment hereby consents thereto in accordance
with Section 2.6(a) of the Series 2002-2 Supplement.
(c) By
executing this Amendment, each of ABRCF, Mizuho Corporate Bank (USA), Advantage
Asset Securitization Corp. and Mizuho Corporate Bank, Ltd. agrees and
acknowledges that the Mizuho Purchaser Group shall be a Non-Extending Purchaser
Group as of October 27, 2008.
(d) On
the Series 2002-2 Eleventh Amendment Effective Date, each CP Conduit Purchaser
which is a member of an Extending Purchaser Group, the APA Banks with respect to
such CP Conduit Purchaser and the Funding Agent with respect to such CP Conduit
Purchaser shall be deemed hereby to make or accept, as applicable, an assignment
and assumption of a portion of the Series 2002-2 Invested Amount, as directed by
the Administrative Agent, with the result being that after giving effect
thereto, the Purchaser Group Invested Amount with respect to each such Extending
Purchaser Group shall equal the product of (x) the sum of the Purchaser Group
Invested Amounts of each Extending Purchaser Group on the Series 2002-2 Eleventh
Amendment Effective Date and (y) the Commitment Percentage of such Extending
Purchaser Group on the Series 2002-2 Eleventh Amendment Effective Date after
giving effect to the effectiveness of this Amendment and the changes in the
Commitment Amounts made thereby and in furtherance thereof, each CP Conduit
Purchaser (or the related APA Banks, based on their APA Bank Percentage) which
is a member of an Extending Purchaser Group whose Commitment Percentage after
giving effect to this Amendment is greater than such Commitment Percentage prior
to giving effect to this Amendment shall make an advance to the Administrative
Agent, on a pro
rata basis, for
payment to each Extending Purchaser Group whose Commitment Percentage after
giving effect to this Amendment is less than such Commitment Percentage prior to
giving effect this Amendment. No Extending Purchaser Group shall be
required to make any assignment unless such assigning Extending Purchaser Group
shall receive in cash an amount equal to the reduction in its Series 2002-2
Invested Amount.
10
8.
This Amendment is limited as specified and, except as expressly stated herein,
shall not constitute a modification, acceptance or waiver of any other provision
of the Series 2002-2 Supplement.
9.
Consent to
Extension under Section 2.6(b). Each Extending Purchaser
Group, by executing this Amendment hereby agrees to the extension of the
Scheduled Expiry Date with respect to such Extending Purchaser Group as effected
by this Amendment.
10. Direction. By
their signatures hereto, each of the undersigned (excluding The Bank of New York
Mellon Trust Company, N.A., in its capacity as Trustee and Series 2002-2 Agent)
hereby authorize the Trustee and Series 2002-2 Agent to execute this Amendment
and take any and all further action necessary or appropriate to give effect to
the transaction contemplated hereby.
11. This
Amendment shall become effective on the date (the “Series 2002-2 Eleventh
Amendment Effective Date”) that is the later of (a) the date hereof or
(b) the first date on which each of the following have occurred: (i)
each of the parties hereto shall have executed and delivered this Amendment to
the Trustee, and the Trustee shall have executed this Amendment, (ii) the Rating
Agency Consent Condition shall have been satisfied with respect to this
Amendment; provided
that, for purposes of this Amendment, satisfaction of the Rating Agency Consent
Condition shall require that the Administrative Agent shall have received a copy
of a letter, in form and substance satisfactory to the Administrative Agent,
from each of (x) Moody’s stating that the long-term rating of at least “Aa2” has
been assigned by Moody’s to the Series 2002-2 Notes and (y) Standard &
Poor’s stating that the long-term rating of “AA” has been assigned by Standard
& Poor’s to the Series 2002-2 Notes, (iii) ABRCF shall have acquired one or
more Series 2002-2 Interest Rate Caps satisfying the requirements of Section
3.11(a) of the Series 2002-2 Supplement (giving effect to this Amendment) and
(iv) all certificates and opinions of counsel required under the Base Indenture
or by the Series 2002-2 Noteholders shall have been delivered to the Trustee and
the Series 2002-2 Noteholders, as applicable.
11
12. From
and after the Series 2002-2 Eleventh Amendment Effective Date, all references to
the Series 2002-2 Supplement shall be deemed to be references to the Series
2002-2 Supplement as amended hereby.
13. This
Amendment may be executed in separate counterparts by the parties hereto, each
of which when so executed and delivered shall be an original but all of which
shall together constitute one and the same instrument.
14. THIS
AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK.
12
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their respective duly authorized officers as of the date above first
written.
|
AVIS
BUDGET RENTAL CAR FUNDING
|
|||
|
(AESOP)
LLC, as Issuer
|
|||
|
By:
|
/s/ Rochelle Tarlowe
|
||
|
Name:
|
Rochelle
Tarlowe
|
||
|
Title:
|
Vice
President and Treasurer
|
||
|
THE
BANK OF NEW YORK MELLON
|
|||
|
TRUST
COMPANY, N.A., as Trustee and
|
|||
|
Series
2002-2 Agent
|
|||
|
By:
|
/s/ Robert Castle
|
||
|
Name:
|
Robert
Castle
|
||
|
Title:
|
Vice
President
|
||
|
JPMORGAN
CHASE BANK, N.A., as
|
|||
|
Administrative
Agent
|
|||
|
By:
|
/s/ Catherine Frank
|
||
|
Name:
|
Catherine
Frank
|
||
|
Title:
|
Executive
Director
|
||
AGREED,
ACKNOWLEDGED AND CONSENTED:
|
SHEFFIELD
RECEIVABLES CORPORATION,
|
||||
|
as
a CP Conduit Purchaser under the Series
|
||||
|
2002-2
Supplement
|
||||
|
By:
|
Barclays
Bank PLC
|
|||
|
as
Attorney-in-Fact
|
||||
|
By:
|
/s/ Hong Zhao
|
|||
|
Name:
|
Hong
Zhao
|
|||
|
Title:
|
Associate
Director
|
|||
|
BARCLAYS
BANK PLC,
|
|||
|
as
a Funding Agent and an APA Bank under
|
|||
|
the
Series 2002-2 Supplement
|
|||
|
By:
|
/s/ Jeffrey Goldberg
|
||
|
Name:
|
Jeffrey
Goldberg
|
||
|
Title:
|
Associate
Director
|
||
|
By:
|
/s/ Jeffrey Goldberg
|
||
|
Name:
|
Jeffrey
Goldberg
|
||
|
Title:
|
Associate
Director
|
||
|
LIBERTY
STREET FUNDING LLC,
|
|||
|
as
a CP Conduit Purchaser under the Series
|
|||
|
2002-2
Supplement
|
|||
|
By:
|
/s/ John L. Fridlington
|
||
|
Name:
|
John
L. Fridlington
|
||
|
Title:
|
Vice
President
|
||
|
THE
BANK OF NOVA SCOTIA,
|
|||
|
as
a Funding Agent and an APA Bank under
|
|||
|
the
Series 2002-2 Supplement
|
|||
|
By:
|
/s/ Michael Eden
|
||
|
Name:
|
Michael
Eden
|
||
|
Title:
|
Director
|
||
|
YC
SUSI TRUST,
|
|||
|
as
a CP Conduit Purchaser under the Series
|
|||
|
2002-2
Supplement
|
|||
|
By:
|
Bank
of America, National Association,
|
||
|
as
Administrative Trustee
|
|||
|
By:
|
/s/ Jeremy Grubb
|
||
|
Name:
|
Jeremy
Grubb
|
||
|
Title:
|
Vice
President
|
||
|
BANK
OF AMERICA, NATIONAL ASSOCIATION,
|
|||
|
as
a Funding Agent and an APA Bank under
|
|||
|
the
Series 2002-2 Supplement
|
|||
|
By:
|
/s/ Jeremy Grubb
|
||
|
Name:
|
Jeremy
Grubb
|
||
|
Title:
|
Vice
President
|
||
|
CHARTA,
LLC (as successor to Charta Corporation),
|
|||
|
as
a CP Conduit Purchaser under the Series 2002-2
Supplement
|
|||
|
By:
|
Citicorp
North America, Inc., as
|
||
|
Attorney-in-fact
|
|||
|
By:
|
/s/ Jeff Cady
|
||
|
Name:
|
Jeff
Cady
|
||
|
Title:
|
|||
|
CITIBANK,
N.A., as
|
|||
|
an
APA Bank under the Series 2002-2 Supplement
|
|||
|
By:
|
/s/ Jeff Cady
|
||
|
Name:
|
Jeff Cady | ||
|
Title:
|
|||
|
CITICORP
NORTH AMERICA, INC.,
|
|||
|
as
a Funding Agent under the Series 2002-2 Supplement
|
|||
|
By:
|
/s/ Jeff Cady
|
||
|
Name:
|
Jeff
Cady
|
||
|
Title:
|
|||
|
FALCON
ASSET SECURITIZATION COMPANY LLC,
|
|||
|
as
a CP Conduit Purchaser under the Series
|
|||
|
2002-2
Supplement
|
|||
|
By:
|
/s/ Catherine Frank
|
||
|
Name:
|
Catherine
Frank
|
||
|
Title:
|
Executive
Director
|
||
|
JPMORGAN
CHASE BANK, N.A.
|
|||
|
as
a Funding Agent under the Series
|
|||
|
2002-2
Supplement
|
|||
|
By:
|
/s/ Catherine Frank
|
||
|
Name:
|
Catherine
Frank
|
||
|
Title:
|
Executive
Director
|
||
|
JPMORGAN
CHASE BANK, N.A.
|
|||
|
as
an APA Bank under the Series 2002-2
|
|||
|
Supplement
|
|||
|
By:
|
/s/ Catherine Frank
|
||
|
Name:
|
Catherine
Frank
|
||
|
Title:
|
Executive
Director
|
||
|
GEMINI
SECURITIZATION CORP., LLC,
|
|||
|
as
a CP Conduit Purchaser under the Series
|
|||
|
2002-2
Supplement
|
|||
|
By:
|
/s/ R. Douglas Donaldson
|
||
|
Name:
|
R.
Douglas Donaldson
|
||
|
Title:
|
Treasurer
|
||
|
DEUTSCHE
BANK AG, NEW YORK BRANCH,
|
|||
|
as
a Funding Agent and an APA Bank under the
|
|||
|
Series
2002-2 Supplement
|
|||
|
By:
|
/s/ Robert Sheldon
|
||
|
Name:
|
Robert
Sheldon
|
||
|
Title:
|
Director
|
||
|
By:
|
/s/ Peter Kim
|
||
|
Name:
|
Peter
Kim
|
||
|
Title:
|
Vice
President
|
||
|
ATLANTIC
ASSET SECURITIZATION LLC,
|
|||
|
as
a CP Conduit Purchaser under the Series
|
|||
|
2002-2
Supplement
|
|||
|
By:
|
/s/ Kostantina Kourmpetis
|
||
|
Name:
|
Kostantina
Kourmpetis
|
||
|
Title:
|
Managing
Director
|
||
|
By:
|
/s/ Sam Pilcer
|
||
|
Name:
|
Sam
Pilcer
|
||
|
Title:
|
Managing
Director
|
||
|
CALYON
NEW YORK BRANCH,
|
|||
|
as
a Funding Agent and an APA Bank under the
|
|||
|
Series
2002-2 Supplement
|
|||
|
By:
|
/s/ Kostantina Kourmpetis
|
||
|
Name:
|
Kostantina
Kourmpetis
|
||
|
Title:
|
Managing
Director
|
||
|
By:
|
/s/ Sam Pilcer
|
||
|
Name:
|
Sam
Pilcer
|
||
|
Title:
|
Managing
Director
|
||
|
AMSTERDAM
FUNDING CORPORATION,
|
|||
|
as
a CP Conduit Purchaser under the Series 2002-2
Supplement
|
|||
|
By:
|
/s/ Bernard J. Angelo
|
||
|
Name:
|
Bernard
J. Angelo
|
||
|
Title:
|
Vice
President
|
||
|
THE
ROYAL BANK OF SCOTLAND PLC,
|
|||
|
as
an APA Bank under the Series 2002-2 Supplement
|
|||
|
By:
|
/s/ Michael Zappaterrini
|
||
|
Name:
|
Michael
Zappaterrini
|
||
|
Title:
|
Managing
Director
|
||
|
THE
ROYAL BANK OF SCOTLAND PLC,
|
|||
|
as
a Funding Agent under the Series 2002-2 Supplement
|
|||
|
By:
|
/s/ Michael Zappaterrini
|
||
|
Name:
|
Michael
Zappaterrini
|
||
|
Title:
|
Managing
Director
|
||
|
ADVANTAGE
ASSET SECURITIZATION CORP.,
|
|||
|
as
a CP Conduit Purchaser under the Series 2002-2
Supplement
|
|||
|
By:
|
/s/ R. Douglas
Donaldson
|
||
|
Name:
|
R.
Douglas Donaldson
|
||
|
Title:
|
Treasurer
|
||
|
MIZUHO
CORPORATE BANK, LTD.,
|
|||
|
as
an APA Bank under the Series 2002-2
|
|||
|
Supplement
|
|||
|
By:
|
/s/ Hidekatsu Take
|
||
|
Name:
|
Hidekatsu
Take
|
||
|
Title:
|
Deputy
General Manager
|
||
|
MIZUHO
CORPORATE BANK (USA),
|
|||
|
as
a Funding Agent under the Series 2002-2 Supplement
|
|||
|
By:
|
/s/ Hiroyuki Kasama
|
||
|
Name:
|
Hiroyuki
Kasama
|
||
|
Title:
|
Senior
Vice President
|
||
|
AVIS
BUDGET CAR RENTAL, LLC,
|
|||
|
as
Administrator
|
|||
|
By:
|
/s/ Rochelle Tarlowe
|
||
|
Name:
|
Rochelle
Tarlowe
|
||
|
Title:
|
Vice
President and Treasurer
|
||
Schedule
A
SCHEDULE I TO SERIES 2002-2
SUPPLEMENT
|
CP Conduit
|
APA Bank
|
Funding Agent
|
APA
Bank Percentage
|
Maximum
Purchaser Group Invested
Amount
|
Match
Funding
|
Purchased
Percentage
|
|||||||
|
1.
|
Sheffield
Receivables Corporation
|
Barclays
Bank PLC
|
Barclays
Bank PLC
|
100%
|
$200,000,000
|
Yes
|
13.79%
|
||||||
|
2.
|
Atlantic
Asset Securitization LLC
|
Calyon
New York Branch
|
Calyon
New York Branch
|
100%
|
$150,000,000
|
No
|
10.34%
|
||||||
|
3.
|
Amsterdam
Funding Corporation
|
The
Royal Bank of Scotland plc
|
The
Royal Bank of Scotland plc
|
100%
|
$175,000,000
|
No
|
12.07%
|
||||||
|
4.
|
Gemini
Securitization Corp., LLC
|
Deutsche
Bank AG, New York Branch
|
Deutsche
Bank AG, New York Branch
|
100%
|
$175,000,000
|
No
|
12.07%
|
||||||
|
5.
|
Liberty
Street Funding LLC
|
The
Bank of Nova Scotia
|
The
Bank of Nova Scotia
|
100%
|
$175,000,000
|
No
|
12.07%
|
||||||
|
6.
|
YC
SUSI Trust
|
Bank
of America, National Association
|
Bank
of America, National Association
|
100%
|
$175,000,000
|
No
|
12.07%
|
||||||
|
7.
|
Charta,
LLC
|
Citibank,
N.A.
|
Citicorp
North America, Inc.
|
100%
|
$125,000,000
|
No
|
8.62%
|
||||||
|
8.
|
Falcon
Asset Securitization Company LLC
|
JPMorgan
Chase Bank, N.A.
|
JPMorgan
Chase Bank, N.A.
|
100%
|
$275,000,000
|
No
|
18.97%
|
Exhibit
10.2
FIRST AMENDMENT TO THE
SERIES 2008-1 SUPPLEMENT
This
FIRST AMENDMENT TO THE SERIES 2008-1 SUPPLEMENT (this “Amendment”), dated as
of October 27, 2008, amends the Series 2008-1 Supplement (the “Series 2008-1
Supplement”), dated as of February 15, 2008, and is among AVIS BUDGET
RENTAL CAR FUNDING (AESOP) LLC, a special purpose limited liability company
established under the laws of Delaware (“ABRCF”), AVIS BUDGET
CAR RENTAL, LLC, a limited liability company established under the laws of
Delaware, as administrator (the “Administrator”),
JPMORGAN CHASE BANK, N.A., a national banking association, as administrative
agent (the “Administrative
Agent”), the several commercial paper conduits listed on Schedule I
thereto (each a “CP
Conduit Purchaser”), the several banks set forth opposite the name of
each CP Conduit Purchaser on Schedule I thereto (each an “APA Bank” with
respect to such CP Conduit Purchaser), the several agent banks set forth
opposite the name of each CP Conduit Purchaser on Schedule I thereto (each a
“Funding Agent”
with respect to such CP Conduit Purchaser), THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A. (as successor in interest to The Bank of New York), a national
banking association, as trustee (in such capacity, the “Trustee”) and as
agent for the benefit of the Series 2008-1 Noteholders (in such capacity, the
“Series 2008-1
Agent”), to the Second Amended and Restated Base Indenture, dated as of
June 3, 2004, between ABRCF and the Trustee (as amended, modified or
supplemented from time to time, exclusive of Supplements creating a new Series
of Notes, the “Base
Indenture”). All capitalized terms used herein and not
otherwise defined herein shall have the respective meanings provided therefor in
the Definitions List attached as Schedule I to the Base Indenture (as amended
through the date hereof) or the Series 2008-1 Supplement, as
applicable.
W I T N E S S E T
H:
WHEREAS,
pursuant to Section 12.2 of the Base Indenture, any Supplement thereto may be
amended with the consent of ABRCF, the Trustee and each affected Noteholder of
the applicable Series of Notes, so long as such amendment only affects the
Noteholders of such Series of Notes;
WHEREAS,
the parties desire to amend the Series 2008-1 Supplement to
(i) replace Schedule I thereto with a new Schedule I in the form of
Schedule A to this Amendment; (ii) increase the Series 2008-1 Maximum
Non-Program Vehicle Percentage; (iii) modify the concentration limits with
respect to Kia, Mitsubishi, Suzuki, Nissan and Hyundai; (iv) add an additional
Amortization Event; and (v) increase enhancement levels in order to obtain an
explicit AA/Aa2 rating from each of Standard & Poor’s and Moody’s;
and
WHEREAS,
ABRCF has requested the Trustee, the Series 2008-1 Agent, the Administrator, the
Administrative Agent and each Series 2008-1 Noteholder to, and, upon the
effectiveness of this Amendment, ABRCF, the Trustee, the Series 2008-1 Agent,
the Administrator, the Administrative Agent and the Series 2008-1 Noteholders
have agreed to, amend certain provisions of the Series 2008-1 Supplement as set
forth herein;
NOW,
THEREFORE, it is agreed:
1.
Amendments of
Definitions. The following defined terms, as set forth in
Article I(b) of the Series 2008-1 Supplement, are hereby amended and restated in
their entirety as follows:
““Series 2008-1 Maximum
Manufacturer Amount” means, as of any day, any of the Series 2008-1
Maximum Mitsubishi Amount, the Series 2008-1 Maximum Individual Isuzu/Subaru
Amount, the Series 2008-1 Maximum Hyundai Amount, the Series 2008-1 Maximum Kia
Amount or the Series 2008-1 Maximum Suzuki Amount.”
“Series 2008-1 Maximum
Mitsubishi Amount” means, as of any day, an amount equal to 10% of the
aggregate Net Book Value of all Vehicles leased under the Leases on such
day.
““Series 2008-1 Maximum
Non-Program Vehicle Percentage” means, as of any date of determination,
the sum of (a) 85% and (b) a fraction, expressed as a percentage, the numerator
of which is the aggregate Net Book Value of all Redesignated Vehicles
manufactured by a Bankrupt Manufacturer or a Manufacturer with respect to which
a Manufacturer Event of Default has occurred, and in each case leased under the
AESOP I Operating Lease or the Finance Lease as of such date, and the
denominator of which is the aggregate Net Book Value of all Vehicles leased
under the Leases as of such date.”
““Series 2008-1 Moody’s
Highest Enhancement Rate” means, as of any date of determination, the
greater of (a) 46.50% and (b) the sum of (i) 46.50% and (ii) the highest, for
any calendar month within the preceding twelve calendar months, of the greater
of (x) an amount (not less than zero) equal to 100% minus the Measurement
Month Average for the immediately preceding Measurement Month and (y) an amount
(not less than zero) equal to 100% minus the Market
Value Average as of the Determination Date within such calendar month (excluding
the Market Value Average for any Determination Date which has not yet
occurred).”
““Series 2008-1 Moody’s
Intermediate Enhancement Rate” means, as of any date of determination,
41.375%.”
““Series 2008-1 Moody’s Lowest
Enhancement Rate” means, as of any date of determination,
18.75%.”
““Series 2008-1 Required
Enhancement Amount” means, as of any date of determination, the sum
of:
(i) the
product of the Series 2008-1 Required Enhancement Percentage as of such date and
the Series 2008-1 Invested Amount as of such date;
(ii) the
Series 2008-1 Percentage of the greater of (x) the excess, if any, of the
Non-Program Vehicle Amount as of the immediately preceding Business Day over the Series
2008-1 Maximum Non-Program Vehicle Amount as of the immediately preceding
Business Day and (y) the excess, if any, of (A) the Net Book Value of all
Non-Program Vehicles (other than (i) Unaccepted Program Vehicles and (ii)
Vehicles subject to a Manufacturer Program with a Specified Eligible Non-Program
Manufacturer) leased under the AESOP I Operating Lease as of the immediately
preceding Business Day over (B) the Series
2008-1 Maximum Non-Program Vehicle Percentage of the Net Book Value of all
Vehicles leased under the AESOP I Operating Lease as of the immediately
preceding Business Day;
2
(iii) the
Series 2008-1 Percentage of the greater of (x) the excess, if any, of the
aggregate Net Book Value of all Vehicles manufactured by Mitsubishi and leased
under the Leases as of the immediately preceding Business Day over the Series
2008-1 Maximum Mitsubishi Amount as of the immediately preceding Business Day
and (y) the excess, if any, of (A) the Net Book Value of all Vehicles
manufactured by Mitsubishi and leased under the AESOP I Operating Lease as of
the immediately preceding Business Day over (B) 10% of the Net Book Value of all
Vehicles leased under the AESOP I Operating Lease as of the immediately
preceding Business Day;
(iv) the
Series 2008-1 Percentage of the greater of (x) the excess, if any, of the
aggregate Net Book Value of all Vehicles manufactured by Isuzu or Subaru,
individually, and leased under the Leases as of the immediately preceding
Business Day over the Series 2008-1 Maximum Individual Isuzu/Subaru Amount as of
the immediately preceding Business Day and (y) the excess, if any, of
(A) the Net Book Value of all Vehicles manufactured by Isuzu or Subaru,
individually, and leased under the AESOP I Operating Lease as of the immediately
preceding Business Day over (B) 5% of the Net Book Value of all Vehicles leased
under the AESOP I Operating Lease as of the immediately preceding Business
Day;
(v) the
Series 2008-1 Percentage of the greater of (x) the excess, if any, of the
aggregate Net Book Value of all Vehicles manufactured by Hyundai and leased
under the Leases as of the immediately preceding Business Day over the Series
2008-1 Maximum Hyundai Amount as of the immediately preceding Business Day and
(y) the excess, if any, of (A) the Net Book Value of all Vehicles
manufactured by Hyundai and leased under the AESOP I Operating Lease as of the
immediately preceding Business Day over (B) 20% of the Net Book Value of all
Vehicles leased under the AESOP I Operating Lease as of the immediately
preceding Business Day;
(vi) the
Series 2008-1 Percentage of the greater of (x) the excess, if any, of the
aggregate Net Book Value of all Vehicles manufactured by Suzuki and leased under
the Leases as of the immediately preceding Business Day over the Series 2008-1
Maximum Suzuki Amount as of the immediately preceding Business Day and (y) the
excess, if any, of (A) the Net Book Value of all Vehicles manufactured by Suzuki
and leased under the AESOP I Operating Lease as of the immediately preceding
Business Day over (B) 7.5% of the Net Book Value of all Vehicles leased under
the AESOP I Operating Lease as of the immediately preceding Business
Day;
(vii) the
Series 2008-1 Percentage of the greater of (x) the excess, if any, of the
aggregate Net Book Value of all Vehicles manufactured by Kia and leased under
the Leases as of the immediately preceding Business Day over the Series 2008-1
Maximum Kia Amount as of the immediately preceding Business Day and (y) the
excess, if any, of (A) the Net Book Value of all Vehicles manufactured by Kia
and leased under the AESOP I Operating Lease as of the immediately preceding
Business Day over (B) 10% of the Net Book Value of all Vehicles leased under the
AESOP I Operating Lease as of the immediately preceding Business
Day;
3
(viii) the
Series 2008-1 Percentage of the greater of (x) the excess, if any, of the
Specified States Amount as of the immediately preceding Business Day over the
Series 2008-1 Maximum Specified States Amount as of the immediately preceding
Business Day and (y) the excess, if any, of (A) the Net Book Value of all
Vehicles titled in the States of Ohio, Oklahoma and Nebraska and leased under
the AESOP I Operating Lease as of the immediately preceding Business Day over
(B) 7.5% of the Net Book Value of all Vehicles leased under the AESOP I
Operating Lease as of the immediately preceding Business Day; and
(ix) the
Series 2008-1 Percentage of the greater of (x) the excess, if any, of the
Non-Eligible Manufacturer Amount as of the immediately preceding Business Day
over the Series 2008-1 Maximum Non-Eligible Manufacturer Amount as of the
immediately preceding Business Day and (y) the excess, if any, of (A) the Net
Book Value of all Vehicles manufactured by Manufacturers other than Eligible
Non-Program Manufacturers and leased under the AESOP I Operating Lease as of the
immediately preceding Business Day over (B) 3% of the Net Book Value of all
Vehicles leased under the AESOP I Operating Lease as of the immediately
preceding Business Day.”
““Series 2008-1 Required
Liquidity Amount” means, with respect to any Distribution Date, an amount
equal to 10.50% of the Series 2008-1 Invested Amount on such Distribution Date
(after giving effect to any payments of principal to be made on the Series
2008-1 Notes on such Distribution Date).”
““Series 2008-1 Standard &
Poor’s Highest Enhanced Vehicle Percentage” means, as of any date
of determination, a fraction, expressed as a percentage, (a) the numerator of
which is the sum, without duplication, of (i) the aggregate Net Book Value of
all Vehicles leased under the AESOP I Operating Lease that are manufactured by
either of the Standard & Poor’s Specified Non-Investment Grade Manufacturers
as of such date, (ii) the excess, if any, of (A) the aggregate Net Book Value of
all Vehicles leased under the AESOP I Operating Lease that are manufactured by a
Standard & Poor’s Non-Investment Grade Manufacturer other than a Standard
& Poor’s Specified Non-Investment Grade Manufacturer, as of such date over (B) 30.00% of
the aggregate Net Book Value of all Vehicles leased under the AESOP I Operating
Lease as of such date, (iii) the aggregate Net Book Value of all Vehicles leased
under the AESOP I Operating Lease that are manufactured by a Bankrupt
Manufacturer as of such date and (iv) the Series 2008-1 Standard & Poor’s
Kia/Hyundai Highest Enhanced Vehicle Percentage Amount as of such date and (b)
the denominator of which is the aggregate Net Book Value of all Vehicles leased
under the AESOP I Operating Lease as of such date.”
““Series 2008-1 Standard &
Poor’s Highest Enhancement Rate” means, as of any date of determination,
the sum of the Series 2008-1 Standard & Poor’s Intermediate Enhancement Rate
as of such date and 9.00%.”
4
““Series 2008-1 Standard &
Poor’s Intermediate Enhancement Rate” means, as of any date of
determination, the greater of (a) 47.00% and (b) the sum of (i) 47.00% and (ii)
the highest, for any calendar month within the preceding twelve calendar months,
of the greater of (x) an amount (not less than zero) equal to 100% minus the Measurement
Month Average for the immediately preceding Measurement Month and (y) an amount
(not less than zero) equal to 100% minus the Market
Value Average as of the Determination Date within such calendar month (excluding
the Market Value Average for any Determination Date which has not yet
occurred).”
““Series 2008-1 Standard &
Poor’s Lowest Enhanced Vehicle Percentage” means, as of any date of
determination, a fraction, expressed as a percentage, (a) the numerator of which
is an amount equal to, without duplication (X) the sum, without duplication, of
(1) the aggregate Net Book Value of all Program Vehicles leased under the AESOP
I Operating Lease that are manufactured by Eligible Program Manufacturers having
long-term senior unsecured debt ratings of “AA” or higher from Standard &
Poor’s as of such date, (2) so long as any Eligible Non-Program Manufacturer has
a long-term senior unsecured debt rating of “AA” or higher from Standard &
Poor’s and no Manufacturer Event of Default has occurred and is continuing with
respect to such Eligible Non-Program Manufacturer, the aggregate Net Book Value
of all Non-Program Vehicles leased under the AESOP I Operating Lease
manufactured by each such Eligible Non-Program Manufacturer that are subject to
a Manufacturer Program and remain eligible for repurchase thereunder as of such
date and (3) the lesser of (A) the sum of (x) if as of such date any Eligible
Program Manufacturer has a long-term senior unsecured debt rating of “AA-” from
Standard & Poor’s, the aggregate Net Book Value of all Program Vehicles
leased under the AESOP I Operating Lease manufactured by each such Eligible
Program Manufacturer as of such date and (y) if as of such date any Eligible
Non-Program Manufacturer has a long-term senior unsecured debt rating of “AA-”
from Standard & Poor’s and no Manufacturer Event of Default has occurred and
is continuing with respect to such Eligible Non-Program Manufacturer, the
aggregate Net Book Value of all Non-Program Vehicles leased under the AESOP I
Operating Lease manufactured by each such Eligible Non-Program Manufacturer that
are subject to a Manufacturer Program and remain eligible for repurchase
thereunder as of such date and (B) 10% of the aggregate Net Book Value of all
Vehicles leased under the AESOP I Operating Lease as of such date minus (Y) the
Series 2008-1 Standard and Poor’s Kia/Hyundai Lowest Enhanced Vehicle Percentage
Adjustment Amount as of such date and (b) the denominator of which is the
aggregate Net Book Value of all Vehicles leased under the AESOP I Operating
Lease as of such date.
““Series 2008-1 Standard &
Poor’s Lowest Enhancement Rate” means, as of any date of determination,
31.75%.”
““Standard & Poor’s
Non-Investment Grade Manufacturer” means, as of any date of
determination, any Manufacturer that (i) is not a Bankrupt Manufacturer and (ii)
does not have a long-term senior unsecured debt rating of at least “AA-” from
Standard & Poor’s; provided that any
Manufacturer whose long-term senior unsecured debt rating is downgraded from at
least “AA-” to below “AA-” by Standard & Poor’s after the Series 2008-1
First Amendment Effective Date shall not be deemed a Standard & Poor’s
Non-Investment Grade Manufacturer until the thirtieth (30th)
calendar day following such downgrade.”
5
2.
Addition of
Definitions. The following defined terms are hereby added in
their entirety, in appropriate alphabetical order, to Article I(b) of the Series
2008-1 Supplement as follows:
““Series 2002-2
Supplement” means, the Amended and Restated Series 2002-2 Supplement,
dated as of November 22, 2002, as amended, modified or supplemented from time to
time, among ABRCF, ABCR, as administrator, JPMorgan Chase, as administrative
agent, the CP Conduit Purchasers, Funding Agents and APA Banks named therein,
and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to
The Bank of New York), as trustee and as agent for the benefit of the Series
2002-2 Noteholders, to the Base Indenture.”
““Series 2002-3
Supplement” means, the Series 2002-3 Supplement, dated as of September
12, 2002, as amended, modified or supplemented from time to time, among ABRCF,
ABCR, as administrator, Park Avenue Receivables Corporation, as CP Conduit
Purchaser, JPMorgan Chase, as Funding Agent and an APA Bank, and The Bank of New
York Mellon Trust Company, N.A. (as successor in interest to The Bank of New
York), as trustee and as agent for the benefit of the Series 2002-3 Noteholders,
to the Base Indenture.”
““Series 2008-1 Maximum Hyundai
Amount” means, as of any day, an amount equal to 20% of the aggregate Net
Book Value of all Vehicles leased under the Leases on such day.”
““Series 2008-1 Maximum
Individual Isuzu/Subaru Amount” means, as of any day, with respect to
Isuzu or Subaru individually, an amount equal to 5% of the aggregate Net Book
Value of all Vehicles leased under the Leases on such day.”
““Series 2008-1 Maximum Kia
Amount” means, as of any day, an amount equal to 10% of the aggregate Net
Book Value of all Vehicles leased under the Leases on such day.”
““Series 2008-1 Maximum Suzuki
Amount” means, as of any day, an amount equal to 7.5% of the aggregate
Net Book Value of all Vehicles leased under the Leases on such
day.”
““Series 2008-1 Standard &
Poor’s Kia Hyundai Highest Enhanced Vehicle Percentage Amount” means, as
of any date of determination, the sum, without duplication, of (i) the excess,
if any, of (A) the aggregate Net Book Value of all Vehicles leased under the
AESOP I Operating Lease that are manufactured by Hyundai as of such date over (B) 15% of the
aggregate Net Book Value of all Vehicles leased under the AESOP I Operating
Lease as of such date, (ii) the excess, if any, of (A) the aggregate Net Book
Value of all Vehicles leased under the AESOP I Operating Lease that are
manufactured by Kia as of such date over (B) 7.5% of the
aggregate Net Book Value of all Vehicles leased under the AESOP I Operating
Lease as of such date, and (iii) the excess, if any, of (A) the aggregate Net
Book Value of all Vehicles leased under the AESOP I Operating Lease that are
manufactured by Hyundai or Kia in the aggregate as of such date over (B) 20% of the
aggregate Net Book Value of all Vehicles leased under the AESOP I Operating
Lease as of such date.”
6
““Series 2008-1 Standard &
Poor’s Kia/Hyundai Lowest Enhanced Vehicle Percentage Adjustment Amount”
means, (i) as of any date of determination on which either Kia or Hyundai has a
long-term unsecured debt rating of at least “AA-” from Standard & Poors, the
sum of the Net Book Values as of such date of each Vehicle manufactured by Kia
or Hyundai that is included both in (x) the calculation of the Series 2008-1
Standard & Poor’s Kia/Hyundai Highest Enhanced Vehicle Percentage Amount on
such date and (y) the calculation of subclause (a)(X) of the definition of
Series 2008-1 Standard & Poor’s Lowest Enhanced Vehicle Percentage on such
date and (ii) as of any other date, zero.”
3.
Deletion of
Definitions. The following defined terms, as set forth in
Article I(b) of the Series 2008-1 Supplement, are hereby deleted in their
entirety: “Series 2008-1 Maximum Aggregate
Kia/Isuzu/Subaru/Hyundai/Suzuki Amount”, “Series 2008-1 Maximum Individual
Hyundai/Suzuki Amount”, “Series 2008-1 Maximum Nissan Amount” and “Series 2008-1
Maximum Individual Kia/Isuzu/Subaru Amount.”
4.
Amendment to Section
2.3. Section 2.3(c) of the Series 2008-1 Supplement is hereby
amended by adding the following new clause (viii) immediately after clause (vii)
thereof:
“(viii) at
any time the Series 2002-2 Notes (as defined in the Series 2002-2 Supplement)
remain outstanding, the Series 2002-2 Invested Amount (as defined in the Series
2002-2 Supplement) on such Increase Date (after giving effect to any Increases
(as defined in the Series 2002-2 Supplement) on such day) equals no less than
the Series 2002-2 Maximum Invested Amount (as defined in the Series 2002-2
Supplement) minus the Series
2002-3 Maximum Invested Amount (as defined in the Series 2002-3
Supplement).”
5.
Amendment to Article
IV. Article IV of the Series 2008-1 Supplement is hereby
amended by (i) adding the following clause (l):
“(l) the
occurrence and continuation of an “event of default” under (i) the Credit
Agreement, dated as of April 19, 2006 (the “Credit Agreement”),
among Avis Budget Holdings, LLC, as Borrower, Avis Budget Car Rental, LLC, as
Borrower, the subsidiary borrowers referred to therein, the several lenders
referred to therein, JPMorgan Chase, as Administrative Agent, Deutsche Bank
Securities Inc., as Syndication Agent, each of Bank of America, N.A., Calyon New
York Branch and Citicorp USA, Inc., as Documentation Agents and Wachovia Bank,
National Association, as Co-Documentation Agent, or (ii) any credit agreement or
similar facility (a “Replacement Credit
Agreement”) entered into by Avis Budget Holdings, LLC, Avis Budget Car
Rental LLC and/or any affiliate of either entity, that refinances or replaces
the Credit Agreement, without giving effect to any amendment to such Credit
Agreement or Replacement Credit Agreement or any waiver of any such event of
default, in each case subsequent to the Series 2008-1 First Amendment Effective
Date, that is not approved in writing by the Requisite Noteholders and provided
that, for purposes of this Supplement, the event of default set forth in Section
8(e) of the Credit Agreement shall survive the termination of the Credit
Agreement.”
7
and (ii)
deleting each occurrence of the text “clause (j) or (k)” in the last paragraph
of Article IV and, in each case, inserting the text “clause (j), (k) or (l)” in
lieu thereof.
6.
Additional
Covenant. Section 8.2 of the Series 2008-1 Supplement is
hereby amended by adding the following clause as Section 8.2(g):
“(g) they
shall not permit the aggregate Capitalized Cost for all Vehicles purchased in
any model year that are not subject to a Manufacturer Program to exceed 85% of
the aggregate MSRP (Manufacturer Suggested Retail Price) of all of such
Vehicles.”
7.
Amendment to Schedule
I. (a) On the Series 2008-1 First Amendment Effective Date,
Schedule I to the Series 2008-1 Supplement shall be amended by deleting such
Schedule in its entirety and substituting in lieu thereof a new Schedule I in
the form of Schedule A to this Amendment, which shall effect a decrease in the
Commitment Amount of certain Purchaser Groups pursuant to Section 2.6(b) of the
Series 2008-1 Supplement as reflected thereon.
(b) On
the Series 2008-1 First Amendment Effective Date, each CP Conduit Purchaser, the
APA Banks with respect to such CP Conduit Purchaser and the Funding Agent with
respect to such CP Conduit Purchaser shall be deemed hereby to make or accept,
as applicable, an assignment and assumption of a portion of the Series 2008-1
Invested Amount, as directed by the Administrative Agent, with the result being
that after giving effect thereto, the Purchaser Group Invested Amount with
respect to each such Purchaser Group shall equal the product of (x) the Series
2008-1 Invested Amount on the Series 2008-1 First Amendment Effective Date and
(y) the Commitment Percentage of such Purchaser Group on the Series 2008-1 First
Amendment Effective Date after giving effect to the effectiveness of this
Amendment and the changes in the Commitment Amounts made thereby and in
furtherance thereof, each CP Conduit Purchaser (or the related APA Banks, based
on their APA Bank Percentage) which is a member of a Purchaser Group whose
Commitment Percentage after giving effect to this Amendment is greater than such
Commitment Percentage prior to giving effect to this Amendment shall make an
advance to the Administrative Agent, on a pro rata basis, for
payment to each Purchaser Group whose Commitment Percentage after giving effect
to this Amendment is less than such Commitment Percentage prior to giving effect
this Amendment. No Purchaser Group shall be required to make any
assignment unless such assigning Purchaser Group shall receive in cash an amount
equal to the reduction in its Series 2008-1 Invested Amount.
8.
This Amendment is limited as specified and, except as expressly stated herein,
shall not constitute a modification, acceptance or waiver of any other provision
of the Series 2008-1 Supplement.
8
9.
Direction. By
their signatures hereto, each of the undersigned (excluding The Bank of New York
Mellon Trust Company, N.A., in its capacity as Trustee and Series 2008-1 Agent)
hereby authorize the Trustee and Series 2008-1 Agent to execute this Amendment
and take any and all further action necessary or appropriate to give effect to
the transaction contemplated hereby.
10. This
Amendment shall become effective on the date (the “Series 2008-1 First
Amendment Effective Date”) that is the later of (a) the date hereof or
(b) the first date on which each of the following have occurred: (i)
each of the parties hereto shall have executed and delivered this Amendment to
the Trustee, and the Trustee shall have executed this Amendment, (ii) the Rating
Agency Consent Condition shall have been satisfied with respect to this
Amendment; provided
that, for purposes of this Amendment, satisfaction of the Rating Agency Consent
Condition shall require that the Administrative Agent shall have received a copy
of a letter, in form and substance satisfactory to the Administrative Agent,
from each of (x) Moody’s stating that the long-term rating of at least “Aa2” has
been assigned by Moody’s to the Series 2008-1 Notes and (y) Standard &
Poor’s stating that the long-term rating of “AA” has been assigned by Standard
& Poor’s to the Series 2008-1 Notes and (iii) all certificates and opinions
of counsel required under the Base Indenture or by the Series 2008-1 Noteholders
shall have been delivered to the Trustee and the Series 2008-1 Noteholders, as
applicable.
11. From
and after the Series 2008-1 First Amendment Effective Date, all references to
the Series 2008-1 Supplement shall be deemed to be references to the Series
2008-1 Supplement as amended hereby.
12. This
Amendment may be executed in separate counterparts by the parties hereto, each
of which when so executed and delivered shall be an original but all of which
shall together constitute one and the same instrument.
13. THIS
AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK.
9
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their respective duly authorized officers as of the date above first
written.
|
AVIS
BUDGET RENTAL CAR FUNDING
|
|||
|
|
(AESOP) LLC, as Issuer | ||
|
By:
|
/s/ Rochelle Tarlowe
|
||
|
Name:
|
Rochelle
Tarlowe
|
||
|
Title:
|
Vice
President and
Treasurer
|
||
|
THE
BANK OF NEW YORK MELLON
|
|||
|
TRUST
COMPANY, N.A., as Trustee and
|
|||
|
Series
2008-1 Agent
|
|||
|
By:
|
/s/ Robert Castle
|
||
|
Name:
|
Robert
Castle
|
||
|
Title:
|
Vice
President
|
||
|
JPMORGAN
CHASE BANK, N.A., as
|
|||
|
Administrative
Agent
|
|||
|
By:
|
/s/ Catherine Frank
|
||
|
Name:
|
Catherine
Frank
|
||
|
Title:
|
Executive
Director
|
||
AGREED,
ACKNOWLEDGED AND CONSENTED:
|
SHEFFIELD
RECEIVABLES CORPORATION,
|
||
|
as
a CP Conduit Purchaser under the Series
|
||
|
2008-1
Supplement
|
||
|
By:
|
Barclays
Bank PLC
|
|
|
as
Attorney-in-Fact
|
||
|
By:
|
/s/ Hong Zhao
|
|||
|
Name:
|
Hong
Zhao
|
|||
|
Title:
|
Associate
Director
|
|||
|
BARCLAYS
BANK PLC,
|
|
|
as
a Funding Agent and an APA Bank under
|
|
|
the
Series 2008-1
Supplement
|
|
|
By:
|
/s/ Jeffrey Goldberg
|
|||
|
Name:
|
Jeffrey
Goldberg
|
|||
|
Title:
|
Associate
Director
|
|||
|
By:
|
/s/ Jeffrey Goldberg
|
|||
|
Name:
|
Jeffrey
Goldberg
|
|||
|
Title:
|
Associate
Director
|
|||
|
LIBERTY
STREET FUNDING LLC,
|
|
|
as
a CP Conduit Purchaser under the Series
|
|
|
2008-1
Supplement
|
|
|
By:
|
/s/ John L. Fridlington
|
|||
|
Name:
|
John
L. Fridlington
|
|||
|
Title:
|
Vice
President
|
|||
|
THE
BANK OF NOVA SCOTIA,
|
|
|
as
a Funding Agent and an APA Bank under
|
|
|
the
Series 2008-1
Supplement
|
|
| By: |
/s/ Michael Eden
|
|||
| Name: |
Michael
Eden
|
|||
| Title: |
Director
|
|||
|
YC
SUSI TRUST,
|
|
|
as
a CP Conduit Purchaser under the Series
|
|
|
2008-1
Supplement
|
|
|
By:
|
Bank
of America, National Association,
|
|
as
Administrative Trustee
|
|
By:
|
/s/ Jeremy Grubb
|
||
|
Name:
|
Jeremy
Grubb
|
||
|
Title:
|
Vice
President
|
||
|
BANK
OF AMERICA, NATIONAL ASSOCIATION,
|
|
|
as
a Funding Agent and an APA Bank under
|
|
|
the
Series 2008-1
Supplement
|
|
|
By:
|
/s/ Jeremy Grubb
|
||
|
Name:
|
Jeremy
Grubb
|
||
|
Title:
|
Vice
President
|
||
|
FALCON
ASSET SECURITIZATION COMPANY LLC,
|
|
|
as
a CP Conduit Purchaser under the Series
|
|
|
2008-1
Supplement
|
|
|
By:
|
/s/ Catherine Frank
|
||
|
Name:
|
Catherine
Frank
|
||
|
Title:
|
Executive
Director
|
||
|
JPMORGAN
CHASE BANK, N.A.
|
|
|
as
a Funding Agent under the Series
|
|
|
2008-1
Supplement
|
|
|
By:
|
/s/ Catherine Frank
|
||
|
Name:
|
Catherine
Frank
|
||
|
Title:
|
Executive
Director
|
||
|
JPMORGAN
CHASE BANK, N.A.
|
|
|
as
an APA Bank under the Series 2008-1
|
|
|
Supplement
|
|
|
By:
|
/s/ Catherine Frank
|
||
|
Name:
|
Catherine
Frank
|
||
|
Title:
|
Executive
Director
|
||
|
MONTAGE
FUNDING LLC,
|
|
|
as
a CP Conduit Purchaser under the Series
|
|
|
2008-1
Supplement
|
|
|
By:
|
/s/ Philip A. Martone
|
||
|
Name:
|
Philip
A. Martone
|
||
|
Title:
|
Vice
President
|
||
|
DEUTSCHE
BANK AG, NEW YORK BRANCH,
|
|
|
as
a Funding Agent and an APA Bank under the
|
|
|
Series
2008-1 Supplement
|
|
|
By:
|
/s/ Robert Sheldon
|
||
|
Name:
|
Robert
Sheldon
|
||
|
Title:
|
Director
|
||
|
By:
|
/s/ Peter Kim
|
||
|
Name:
|
Peter
Kim
|
||
|
Title:
|
Vice
President
|
||
|
ATLANTIC
ASSET SECURITIZATION LLC,
|
|
|
as
a CP Conduit Purchaser under the Series
|
|
|
2008-1
Supplement
|
|
|
By:
|
/s/ Kostantina Kourmpetis
|
||
|
Name:
|
Kostantina
Kourmpetis
|
||
|
Title:
|
Managing
Director
|
||
|
By:
|
/s/ Sam Pilcer
|
||
|
Name:
|
Sam
Pilcer
|
||
|
Title:
|
Managing
Director
|
||
|
CALYON
NEW YORK BRANCH,
|
|
|
as
a Funding Agent and an APA Bank under the
|
|
|
Series
2008-1 Supplement
|
|
|
By:
|
/s/ Kostantina Kourmpetis
|
||
|
Name:
|
Kostantina
Kourmpetis
|
||
|
Title:
|
Managing
Director
|
||
|
By:
|
/s/ Sam Pilcer
|
||
|
Name:
|
Sam
Pilcer
|
||
|
Title:
|
Managing
Director
|
||
|
THAMES
ASSET GLOBAL SECURITIZATION NO. 1., INC.,
|
|
|
as
a CP Conduit Purchaser under the Series 2008-1
Supplement
|
|
|
By:
|
/s/ Louise E. Colby
|
||
|
Name:
|
Louise
E. Colby
|
||
|
Title:
|
Vice
President
|
||
|
THE
ROYAL BANK OF SCOTLAND PLC,
|
|
|
as
an APA Bank under the Series 2008-1
Supplement
|
|
|
By:
|
/s/ Jack Lonker
|
||
|
Name:
|
Jack
Lonker
|
||
|
Title:
|
Senior
Vice President
|
||
|
THE
ROYAL BANK OF SCOTLAND PLC,
|
|
|
as
a Funding Agent under the Series 2008-1
Supplement
|
|
|
By:
|
/s/ Michael Zappaterrini
|
||
|
Name:
|
Michael
Zappaterrini
|
||
|
Title:
|
Managing
Director
|
||
|
AVIS
BUDGET CAR RENTAL, LLC,
|
|
|
as
Administrator
|
|
|
By:
|
/s/ Rochelle Tarlowe
|
||
|
Name:
|
Rochelle
Tarlowe
|
||
|
Title:
|
Vice
President and Treasurer
|
||
SCHEDULE
A
SCHEDULE
I TO SERIES 2008-1 SUPPLEMENT
|
CP Conduit
|
APA Bank
|
Funding Agent
|
APA
Bank Percentage
|
Maximum
Purchaser Group Invested
Amount
|
Match
Funding
|
Purchased
Percentage
|
|||||||
|
1.
|
Thames
Asset Global Securitization No. 1., Inc.
|
The
Royal Bank of Scotland plc, New York Branch
|
The
Royal Bank of Scotland plc
|
100%
|
$175,000,000
|
Yes
|
17.50%
|
||||||
|
2.
|
Montage
Funding LLC
|
Deutsche
Bank AG, New York Branch
|
Deutsche
Bank AG, New York Branch
|
100%
|
$115,000,000
|
No
|
11.50%
|
||||||
|
3.
|
Liberty
Street Funding LLC
|
The
Bank of Nova Scotia
|
The
Bank of Nova Scotia
|
100%
|
$125,000,000
|
No
|
12.50%
|
||||||
|
4.
|
YC
SUSI Trust
|
Bank
of America, National Association
|
Bank
of America, National Association
|
100%
|
$50,000,000
|
No
|
5.00%
|
||||||
|
5.
|
Falcon
Asset Securitization Company LLC
|
JPMorgan
Chase Bank, N.A.
|
JPMorgan
Chase Bank, N.A.
|
100%
|
$190,000,000
|
No
|
19.00%
|
||||||
|
6.
|
Atlantic
Asset Securitization LLC
|
Calyon
New York Branch
|
Calyon
New York Branch
|
100%
|
$145,000,000
|
No
|
14.50%
|
||||||
|
7.
|
Sheffield
Receivables Corporation
|
Barclays
Bank PLC
|
Barclays
Bank PLC
|
100%
|
$200,000,000
|
Yes
|
20.00%
|