TWELFTH AMENDMENT TO THE AMENDED AND RESTATED
SERIES 2002-2 SUPPLEMENT
This TWELFTH AMENDMENT TO THE AMENDED AND
RESTATED SERIES 2002-2 SUPPLEMENT (this “ Amendment
”), dated as of December 23, 2008, amends the Amended and
Restated Series 2002-2 Supplement (the “ Series 2002-2
Supplement ”), dated as of November 22, 2002, as amended
by the First Amendment thereto, dated as of October 30, 2003, the
Second Amendment thereto, dated as of June 3, 2004, the Third
Amendment thereto, dated as of November 30, 2004, the Fourth
Amendment thereto, dated as of November 28, 2005, the Fifth
Amendment thereto, dated as of December 23, 2005, the Sixth
Amendment thereto, dated as of February 17, 2006, the Seventh
Amendment thereto, dated as of March 21, 2006, the Eighth Amendment
thereto, dated as of November 30, 2006, the Ninth Amendment
thereto, dated as of May 9, 2007, the Tenth Amendment thereto,
dated as of October 29, 2007, and the Eleventh Amendment thereto,
dated as of October 27, 2008, and is among AVIS BUDGET RENTAL CAR
FUNDING (AESOP) LLC (formerly known as Cendant Rental Car Funding
(AESOP) LLC), a special purpose limited liability company
established under the laws of Delaware (“ ABRCF
”), AVIS BUDGET
CAR RENTAL, LLC (formerly known as Cendant Car Rental Group,
LLC and Cendant Car Rental Group, Inc.) (“ Avis Budget
”), a limited liability company established under the laws of
Delaware, as administrator (the “ Administrator
”), JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan
Chase Bank), a national banking association, as administrative
agent (the “ Administrative Agent ”), the
several commercial paper conduits listed on Schedule I thereto
(each a “ CP Conduit Purchaser ”), the several
banks set forth opposite the name of each CP Conduit Purchaser on
Schedule I thereto (each an “ APA Bank ” with
respect to such CP Conduit Purchaser), the several agent banks set
forth opposite the name of each CP Conduit Purchaser on Schedule I
thereto (each a “ Funding Agent ” with respect
to such CP Conduit Purchaser), THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A. (as successor in interest to The Bank of New York), a
national banking association, as trustee (in such capacity, the
“ Trustee ”) and as agent for the benefit of the
Series 2002-2 Noteholders (in such capacity, the “ Series
2002-2 Agent ”), to the Second Amended and Restated Base
Indenture, dated as of June 3, 2004, between ABRCF and the Trustee
(as amended, modified or supplemented from time to time, exclusive
of Supplements creating a new Series of Notes, the “ Base
Indenture ”). All capitalized terms used herein and
not otherwise defined herein shall have the respective meanings
provided therefor in the Definitions List attached as Schedule I to
the Base Indenture (as amended through the date hereof) or the
Series 2002-2 Supplement, as applicable.
WHEREAS, pursuant to Section 12.2 of the
Base Indenture, any Supplement thereto may be amended with the
consent of ABRCF, the Trustee and each affected Noteholder of the
applicable Series of Notes, so long as such amendment only affects
the Noteholders of such Series of Notes;
WHEREAS, the parties desire to amend the Series 2002-2 Supplement
to (i) extend the Scheduled Expiry Date; (ii) replace Schedule I
thereto with a new Schedule I; (iii) add a requirement to reduce
the Series 2002-2 Invested Amount with the proceeds of the issuance
of certain Series of Notes, (iv) reduce the Series 2002-2 Maximum
Invested Amount, (v) add certain Amortization Events and (vi)
modify a covenant with respect to ABRCF Vehicle purchasing
patterns; and
WHEREAS,
ABRCF has requested the
Trustee, the Series 2002-2 Agent, the Administrator, the
Administrative Agent and each Series 2002-2 Noteholder to, and,
upon the effectiveness of this Amendment, ABRCF, the Trustee, the
Series 2002-2 Agent, the Administrator, the Administrative Agent
and the Series 2002-2 Noteholders have agreed to, amend certain
provisions of the Series 2002-2 Supplement as set forth
herein;
NOW, THEREFORE, it
is agreed:
1.
Amendments of Definitions . The following defined
terms, as set forth in Article I(b) of the Series 2002-2
Supplement, are hereby amended and restated in their entirety as
follows:
““ Commitment Amount ” means, with respect
to the APA Banks included in any Purchaser Group, an amount equal
to 102% of the Maximum Purchaser Group Invested Amount with respect
to such Purchaser Group.”
““ Fee Letter ” means the letter dated the
date hereof, from ABRCF addressed to the Administrative Agent and
each of the CP Conduit Purchasers, the Funding Agents and the APA
Banks setting forth certain fees payable from time to time to the
Purchaser Groups, as such letter may be amended or replaced from
time to time; provided , however , that solely with
respect to the Purchaser Group of which Citibank, N.A. is a member,
“Fee Letter” shall mean the letter dated the Twelfth
Amendment Effective Date from ABRCF addressed to the members of
such Purchaser Group and the related Funding Agent setting forth
certain fees payable from time to time to such Purchaser Group,
until such letter is cancelled in accordance with its
terms.”
““ Monthly Funding Costs ” means, with
respect to each Series 2002-2 Interest Period and any Purchaser
Group, the sum of:
(a) for each day during
such Series 2002-2 Interest Period, (i) with respect to a Match
Funding CP Conduit Purchaser, the aggregate amount of Discount
accruing on all outstanding Commercial Paper issued by, or for the
benefit of, such Match Funding CP Conduit Purchaser to fund the CP
Conduit Funded Amount with respect to such Match Funding CP Conduit
Purchaser on such day or (ii) with respect to a Pooled Funding CP
Conduit Purchaser, the aggregate amount of Discount accruing on or
otherwise in respect of the Commercial Paper issued by, or for the
benefit of, such Pooled Funding CP Conduit Purchaser allocated, in
whole or in part, by the Funding Agent with respect to such Pooled
Funding CP Conduit Purchaser, to fund the purchase or maintenance
of the CP Conduit Funded Amount with respect to such Pooled Funding
CP Conduit Purchaser; plus
(b) for each day during such
Series 2002-2 Interest Period, the sum of:
(i) the product of (A)
the portion of the APA Bank Funded Amount with respect to such
Purchaser Group allocated to the Floating Tranche with respect to
such Purchaser Group on such day times (B) the Alternate
Base Rate plus the Applicable Margin on such day,
divided by (C) 365 (or 366, as the case may be)
plus
(ii) the product of (A) the
portion of the APA Bank Funded Amount with respect to such
Purchaser Group allocated to Eurodollar Tranches with respect to
such Purchaser Group on such day times (B) the weighted
average Adjusted LIBO Rate with respect to such Eurodollar Tranches
plus the Applicable Margin on such day in effect with
respect thereto divided by (C) 360; plus
(c) for each day during such
Series 2002-2 Interest Period, the product of (A) the CP Conduit
Funded Amount with respect to such Purchaser Group on such day
times (B) the Program Fee Rate on such day divided by
(C) 360; plus
(d) for each day during such
Series 2002-2 Interest Period, the product of (A) the Purchaser
Group Invested Amount with respect to such Purchaser Group on such
day and (B) the Incremental Term Financing Fee Rate on such day
divided by (C) 360 . ”
““ Scheduled Expiry Date ” means, with
respect to any Purchaser Group, December 22, 2009, as such date may
be extended in accordance with Section 2.6(b).”
““ Series 2002-2 Limited Liquidation Event of
Default ” means, so long as such event or condition
continues, any event or condition of the type specified in
clauses (a) through (h) or clause (l) of Article IV;
provided , however , that any event or condition of
the type specified in clauses (a) through (h) or clause (l) of
Article IV shall not constitute a Series 2002-2 Limited Liquidation
Event of Default if the Trustee shall have received the written
consent of each of the Series 2002-2 Noteholders waiving the
occurrence of such Series 2002-2 Limited Liquidation Event of
Default.”
““
Series 2002-2 Moody’s Highest Enhancement Rate ”
means, as of any date of determination, the greater of (a) 55.00%
and (b) the sum of (i) 55.00% and (ii) the highest, for any
calendar month within the preceding twelve calendar months, of the
greater of (x) an amount (not less than zero) equal to 100%
minus the Measurement Month Average for the immediately
preceding Measurement Month and (y) an amount (not less than zero)
equal to 100% minus the Market Value Average as of the
Determination Date within such calendar month (excluding the Market
Value Average for any Determination Date which has not yet
occurred).”
““
Series 2002-2 Moody’s Intermediate Enhancement Rate
” means, as of any date of determination, 55.00%.”
““
Series 2002-2 Moody’s Lowest Enhancement Rate ”
means, as of any date of determination, 20.00%.”
““ Series 2002-2 Required Liquidity Amount
” means, with respect to any Distribution Date, an amount
equal to 12.50% of the Series 2002-2 Invested Amount on such
Distribution Date (after giving effect to any payments of principal
to be made on the Series 2002-2 Notes on such Distribution
Date).”
““ Series 2002-2 Special VFN Collection Allocation
Percentage ” means as of any date of determination:
(a) when used with respect to Principal Collections, the Series
2002-2 VFN Percentage as of the end of the Series 2002-2 Revolving
Period and (b) when used with respect to Interest Collections, the
percentage equivalent of a fraction the numerator of which is the
Accrued Amounts with respect to the Series 2002-2 Notes on such
date of determination and the denominator of which is the aggregate
Accrued Amounts with respect to the Series 2002-2 Notes and the
Series 2002-3 Notes on such date of determination; provided
that, for the avoidance of doubt, as of any date following the
termination of the Series 2002-3 Supplement in accordance with its
terms, the Series 2002-2 Special VFN Collection Allocation
Percentage shall equal 100%.”
““ Series 2002-2 Standard & Poor’s
Intermediate Enhancement Rate ” means, as of any date of
determination, the greater of (a) 49.25% and (b) the sum of (i)
49.25% and (ii) the highest, for any calendar month within the
preceding twelve calendar months, of the greater of (x) an amount
(not less than zero) equal to 100% minus the Measurement
Month Average for the immediately preceding Measurement Month and
(y) an amount (not less than zero) equal to 100% minus the
Market Value Average as of the Determination Date within such
calendar month (excluding the Market Value Average for any
Determination Date which has not yet occurred).”
““ Series 2002-2 Standard & Poor’s Lowest
Enhancement Rate ” means, as of any date of
determination, 34.00%.”
““ Series 2002-2 VFN Percentage ” means,
as of any date, the percentage equivalent of a fraction the
numerator of which is the sum of the Series 2002-2 Invested Amount
and the Series 2002-2 Overcollateralization Amount as of such date
and the denominator of which is the sum of the Series 2002-2
Invested Amount, the Series 2002-2 Overcollateralization Amount,
the Series 2002-3 Invested Amount and the Series 2002-3
Overcollateralization Amount as of such date; provided that,
for the avoidance of doubt, as of any date following the
termination of the Series 2002-3 Supplement in accordance with its
terms, the Series 2002-2 VFN Percentage shall equal
100%.”
2.
Additional Definitions . The following defined terms
are hereby added in their entirety, in appropriate alphabetical
order, to Article I(b) of the Series 2002-2 Supplement as
follows:
““
Consolidated EBITDA ” has the meaning set forth in the
Credit Agreement.”
““
Consolidated Leverage Ratio ” has the meaning set
forth in the Credit Agreement.”
““
Credit Agreement ” means the Credit Agreement, dated
as of April 19, 2006, among Avis Budget Holdings, LLC, as Borrower,
ABCR, as Borrower, the subsidiary borrowers referred to therein,
the several lenders referred to therein, JPMorgan Chase, as
Administrative Agent, Deutsche Bank Securities Inc., as Syndication
Agent, each of Bank of America, N.A., Calyon New York Branch and
Citicorp USA, Inc., as Documentation Agents and Wachovia Bank,
National Association, as Co-Documentation Agent, as amended by the
First Amendment thereto dated as of December 23, 2008 but without
giving effect to any further amendment thereto made subsequent to
the Series 2002-2 Twelfth Amendment Effective Date unless such
amendment has been approved in writing by the Requisite
Noteholders.”
““ Eligible Term Notes ” shall mean any
Series of Notes issued by ABRCF pursuant to the Base Indenture
subsequent to the Series 2002-2 Twelfth Amendment Effective Date
and prior to the Scheduled Expiry Date that are term notes with an
expected final payment date not less than 24 months after the date
of the issuance of such Notes.”
““ Incremental Term Financing Fee Rate ”
is defined in the Fee Letter.”
““ Reduction Amount ” is defined in
Section 2.5(e).”
““ Replacement Credit Agreement ” means
any credit agreement or similar facility entered into by Avis
Budget Holdings, LLC, ABCR and/or any affiliate of either entity,
that refinances or replaces the Credit Agreement,
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