NEW PURCHASER GROUP SUPPLEMENT
Exhibit
10.2
NEW
PURCHASER GROUP SUPPLEMENT, dated
as of February 21, 2008 (the “Purchaser Group Addition Date”) among
CALYON NEW YORK BRANCH and ATLANTIC ASSET SECURITIZATION LLC (collectively,
the
“New Purchaser Group”), the Funding Agent with respect to such New
Purchaser Group listed in the signature pages hereof (the “Funding
Agent”), AVIS BUDGET RENTAL CAR FUNDING (AESOP) LLC, a Delaware limited
liability company (the “Company”), JPMORGAN CHASE BANK, N.A., as
Administrative Agent (in such capacity, the “Administrative Agent”) and
AVIS BUDGET CAR RENTAL, LLC, as Administrator (the
“Administrator”).
W
I T
N E S S E T H:
WHEREAS,
this New Purchaser Group
Supplement is being executed and delivered in connection with the addition
of
the New Purchaser Group pursuant to Section 2.6(e) of the Series 2008-1
Supplement, dated as of February 15, 2008 (as may from time to time be amended,
supplemented or otherwise modified in accordance with the terms thereof, the
“Series 2008-1 Supplement”; terms defined therein being used herein as
therein defined), among the Company, the Administrator, the CP Conduit
Purchasers, the Funding Agents and the APA Banks from time to time parties
thereto, the Administrative Agent and The Bank of New York Trust Company, N.A.,
as trustee (in such capacity, the “Trustee”) and as Series 2008-1 Agent,
to the Second Amended and Restated Base Indenture, dated as of June 3, 2004
(as
may from time to time be amended, supplemented or otherwise modified in
accordance with the terms thereof, the “Base Indenture” and, the Base
Indenture as supplemented by the Series 2008-1 Supplement, the
“Indenture”), between the Company and the Trustee; and
WHEREAS,
the New Purchaser Group wishes
to become a CP Conduit Purchaser and the APA Bank with respect to such CP
Conduit Purchaser under the Series 2008-1 Supplement.
NOW,
THEREFORE, the parties hereto
hereby agree as follows:
1. Upon
the
execution and delivery of this New Purchaser Group Supplement by the New
Purchaser Group, the Funding Agent with respect thereto, the Company, the
Administrator and the Administrative Agent, the New Purchaser Group and the
Funding Agent with respect thereto shall be parties to the Series 2008-1
Supplement and the related Fee Letter for all purposes thereof; including,
for
the avoidance of doubt, receipt by the New Purchaser Group of an Upfront Fee,
to
be paid on the Purchaser Group Addition Date.
2. Each
of
the parties to this New Purchaser Group Supplement agrees that at any time
and
from time to time upon the written request of any other party, it will execute
and deliver such further documents and do such further acts and things as such
other party may reasonably request in order to effect the purposes of this
New
Purchaser Group Supplement.
3. By
executing and delivering this New Purchaser Group Supplement, the New Purchaser
Group confirms and agrees as follows:
(i) the
New Purchaser Group has received a
copy of the Indenture and such other Series 2008-1 Documents, Transaction
Documents and other documents and information as it has deemed appropriate
to
make its own credit analysis and decision to enter into this New Purchaser
Group
Supplement;
(ii) the
New Purchaser Group will,
independently and without reliance upon the Administrative Agent or any other
Person and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
action under the Indenture;
(iii) the
New Purchaser Group appoints and
authorizes the Administrative Agent to take such action as agent on its behalf
and to exercise such powers under the Series 2008-1 Supplement as are delegated
to the Administrative Agent by the terms thereof together with such powers
as
are reasonably incidental thereto, all in accordance with Article IX of the
Series 2008-1 Supplement;
(iv) each
member of the New Purchaser Group
appoints and authorizes the Funding Agent to take such action as agent on its
behalf and to exercise such powers under the Series 2008-1 Supplement as are
delegated to such Funding Agent by the terms thereof, together with such powers
as are reasonably incidental thereto, all in accordance with Article X of the
Series 2008-1 Supplement; and
(v) each
member of the New Purchaser Group
agrees that it will perform in accordance with their terms all of the
obligations which by the terms of the Indenture are required to be performed
by
it as a member of the New Purchaser Group.
4. Each
of
the Company, the Administrative Agent and the Administrator represent that,
as
of the Purchaser Group Addition Date, the Series 2008-1 Invested Amount is
zero.
5. Schedule
I hereto sets forth the Maximum Purchaser Group Invested Amount and Commitment
Percentages of the New Purchaser Group as of the Purchaser Group Addition Date,
as well as administrative information with respect to the New Purchaser Group
and its Funding Agent.
6. Schedule
II hereto sets forth the Maximum Purchaser Group Invested Amount and Commitment
Percentages of each Purchaser Group party to the Series 2008-1 Supplement as
of
the Purchaser Group Addition Date.
7. This
New
Purchaser Group Supplement shall be governed by, and construed in accordance
with, the laws of the State of New York.
IN
WITNESS WHEREOF, the parties hereto have caused this New Purchaser Group
Supplement to be executed by their respective duly authorized officers as of
the
date first set forth above.
|
|
ATLANTIC
ASSET SECURITIZATION LLC, as a CP Conduit
Purchaser
|
|
|
By:
Calyon New York Branch, as
attorney-in-fact
|
By:
__/s/ Xxx Pilcer___________________
Name:
Xxx
Xxxxxx
Title:
Managing Director
By:
_/s/ Kostantina Kourmpetis_________
Name:
Kostantina Kourmpetis
Title:
Managing Director
|
|
CALYON
NEW YORK BRANCH, as a Funding Agent and an APA
Bank
|
By:
___/s/ Xxx Pilcer__________________
Name:
Xxx
Xxxxxx
Title:
Managing Director
By:
__/s/ Kostantina Kourmpetis________
Name:
Kostantina Kourmpetis
Title:
Managing Director
CONSENTED
AND ACKNOWLEDGED:
AVIS
BUDGET RENTAL CAR FUNDING (AESOP) LLC
By: _/s/:
Xxxxxxxx Tarlowe____________________
Name:
Xxxxxxxx Xxxxxxx
Title:
Vice President and
Treasurer
AVIS
BUDGET CAR RENTAL, LLC,
as
Administrator
By: _/s/:
Xxxxxxxx Tarlowe____________________
Name: Xxxxxxxx
Xxxxxxx
Title:
Vice President and
Treasurer
JPMORGAN
CHASE BANK, N.A.,
as
Administrative Agent
By: _/s/:
Xxxxx X. Kraft__________________
Name: Xxxxx
X. Xxxxx
Title: Vice
President
|
CP
Conduit
|
APA
Bank
|
Funding
Agent
|
APA
Bank Percentage
|
Maximum
Purchaser
Group
Invested
Amount
|
Match
Funding
|
Commitment
Percentage
|
|
Atlantic
Asset Securitization LLC
|
Calyon
New York Branch
|
Calyon
New York Branch
|
100%
|
$145,000,000
|
No
|
18.13%
|
Addresses
for Notices
CP
Conduit:
Atlantic
Asset Securitization LLC
x/x
Xxxxxx Xxx Xxxx Xxxxxx
0000
Avenue of the Americas
Xxx
Xxxx,
Xxx Xxxx 00000
APA
Bank/Funding Agent:
Calyon
New York Branch
1301
Avenue of the Americas
New
York,
New York 10019
|
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
|
21.88%
|
|
2.
|
Montage
Funding LLC
|
Deutsche
Bank AG, New York Branch
|
Deutsche
Bank AG, New York Branch
|
100%
|
$115,000,000
|
No
|
14.38%
|
|
3.
|
Liberty
Street Funding LLC
|
The
Bank of Nova Scotia
|
The
Bank of Nova Scotia
|
100%
|
$125,000,000
|
No
|
15.63%
|
|
4.
|
XX
XXXX Trust
|
Bank
of America, National Association
|
Bank
of America, National Association
|
100%
|
$50,000,000
|
No
|
6.25%
|
|
5.
|
Falcon
Asset Securitization Company LLC
|
JPMorgan
Chase Bank, N.A.
|
JPMorgan
Chase Bank, N.A.
|
100%
|
$190,000,000
|
No
|
23.75%
|
|
6.
|
Atlantic
Asset Securitization LLC
|
Calyon
New York Branch
|
Calyon
New York Branch
|
100%
|
$145,000,000
|
No
|
18.13%
|
