AMENDMENT NO. 1 TO SERIES 2006-1 SUPPLEMENTSeries 2006-1 Supplement • August 8th, 2007 • Avis Budget Group, Inc. • Services-auto rental & leasing (no drivers) • New York
This Series 2006-1 Note is one of a duly authorized issue of Series 2006-1 Notes of the Company, designated as its Variable Funding Rental Truck Asset Backed Notes (herein called the “Series 2006-1 Notes”), all issued under (i) a Base Indenture, dated as of May 11, 2006 (such Base Indenture, as amended or modified (exclusive of any Supplements thereto creating a new Series of Notes), is herein called the “Base Indenture”), between the Company and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”, which term includes any successor Trustee under the Base Indenture) and (ii) a Series 2006-1 Supplement dated as of May 11, 2006 (such supplement, as may be amended or modified, is herein called the “Series 2006-1 Supplement”), among the Company, Budget Truck Rental, LLC, as Administrator, Deutsche Bank Securities, Inc., as Administrative Agent, the CP Conduit Purchasers, the Funding Agents and APA Banks named therein, the Trustee and The Bank of New York Trust Company, N.A.,
AMENDMENT NO. 1 TO THE BASE INDENTUREBase Indenture Amendment • August 8th, 2007 • Avis Budget Group, Inc. • Services-auto rental & leasing (no drivers) • New York
This AMENDMENT NO. 1 TO THE BASE INDENTURE, dated as of May 16, 2007 (this “Amendment”) is between Budget Truck Funding, LLC, as issuer (“BTF”) and The Bank of New York Trust Company, N.A., in its capacity as trustee (the “Trustee”).
THIRD AMENDMENT TO THE SERIES 2003-5 SUPPLEMENTSeries 2003-5 Supplement • August 8th, 2007 • Avis Budget Group, Inc. • Services-auto rental & leasing (no drivers) • New York
This THIRD AMENDMENT (this “Amendment”), dated as of May 9, 2007, amends the Series 2003-5 Supplement (the “Series 2003-5 Supplement”), dated as of October 9, 2003, as amended by the First Amendment thereto, dated as of June 3, 2004 and the Second Amendment thereto, dated as of December 23, 2005, and is between 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”) and THE BANK OF NEW YORK 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 2003-5 Noteholders and the Surety Provider (in such capacity, the “Series 2003-5 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 Supplem
FOURTH AMENDMENT TO THE SERIES 2002-1 SUPPLEMENTSeries 2002-1 Supplement • August 8th, 2007 • Avis Budget Group, Inc. • Services-auto rental & leasing (no drivers) • New York
This FOURTH AMENDMENT TO THE SERIES 2002-1 SUPPLEMENT (this “Amendment”), dated as of May 9, 2007, amends the Series 2002-1 Supplement (the “Series 2002-1 Supplement”), dated as of July 25, 2002 as amended by the First Amendment thereto, dated as of November 22, 2002, the Second Amendment thereto, dated as of June 3, 2004 and the Third Amendment thereto, dated as of December 23, 2005, and is between 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”), THE BANK OF NEW YORK 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 2002-1 Noteholders and the Surety Provider (in such capacity, the “Series 2002-1 Agent”), to the Second Amended and Restated Base Indenture, dated as of June 3, 2004, between ABRCF and th
SECOND AMENDMENT TO THE SERIES 2005-4 SUPPLEMENTSeries 2005-4 Supplement • August 8th, 2007 • Avis Budget Group, Inc. • Services-auto rental & leasing (no drivers) • New York
This SECOND AMENDMENT (this “Amendment”), dated as of May 9, 2007, amends the Series 2005-4 Supplement (the “Series 2005-4 Supplement”), dated as of June 1, 2005, as amended by the First Amendment thereto, dated December 23, 2005, and is between 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”) and THE BANK OF NEW YORK 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 2005-4 Noteholders and the Surety Provider (in such capacity, the “Series 2005-4 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 cap
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED MASTER MOTOR VEHICLE OPERATING LEASE AGREEMENTMaster Motor Vehicle Operating Lease Agreement • August 8th, 2007 • Avis Budget Group, Inc. • Services-auto rental & leasing (no drivers) • New York
This THIRD AMENDMENT (this “Amendment”), dated as of May 9, 2007, amends the Second Amended and Restated Master Motor Vehicle Operating Lease Agreement (as amended to date, the “AESOP I Operating Lease”), dated as of June 3, 2004, by and between AESOP LEASING L.P., a Delaware limited partnership, as lessor (the “Lessor”) and AVIS BUDGET CAR RENTAL, LLC (formerly known as Cendant Car Rental Group, LLC), a Delaware limited liability company (“ABCR”), as lessee (in such capacity, the “Lessee”) and as administrator (in such capacity, the “Administrator”). Unless otherwise specified herein, capitalized terms used herein shall have the meanings ascribed to such terms in (i) the Definitions List attached as Schedule I to the Second Amended and Restated Base Indenture, dated as of June 3, 2004 (as amended to date, the “Base Indenture”), between Avis Budget Rental Car Funding (AESOP) LLC (formerly known as Cendant Rental Car Funding (AESOP) LLC) (“ABRCF”), as Issuer, and The Bank of New York Tr
THIRD AMENDMENT TO THE SERIES 2003-4 SUPPLEMENTSeries 2003-4 Supplement • August 8th, 2007 • Avis Budget Group, Inc. • Services-auto rental & leasing (no drivers) • New York
This THIRD AMENDMENT (this “Amendment”), dated as of May 9, 2007 amends the Series 2003-4 Supplement (the “Series 2003-4 Supplement”), dated as of June 19, 2003, as amended by the First Amendment thereto, dated as of June 3, 2004 and the Second Amendment thereto, dated as of December 23, 2005, and is between 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”) and THE BANK OF NEW YORK 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 2003-4 Noteholders and the Surety Provider (in such capacity, the “Series 2003-4 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 Supplement
SECOND AMENDMENT TO THE SERIES 2005-2 SUPPLEMENTSeries 2005-2 Supplement • August 8th, 2007 • Avis Budget Group, Inc. • Services-auto rental & leasing (no drivers) • New York
This SECOND AMENDMENT (this “Amendment”), dated as of May 9, 2007, amends the Amended and Restated Series 2005-2 Supplement (the “Series 2005-2 Supplement”), dated as of March 22, 2005, as amended by the First Amendment thereto, dated as of December 23, 2005, and is between 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”) and THE BANK OF NEW YORK 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 2005-2 Noteholders and the Surety Provider (in such capacity, the “Series 2005-2 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, t
THIRD AMENDMENT TO AMENDED AND RESTATED MASTER MOTOR VEHICLE FINANCE LEASE AGREEMENTMaster Motor Vehicle Finance Lease Agreement • August 8th, 2007 • Avis Budget Group, Inc. • Services-auto rental & leasing (no drivers) • New York
This THIRD AMENDMENT (this “Amendment”), dated as of May 9, 2007, amends the Amended and Restated Master Motor Vehicle Finance Lease Agreement (as amended to date, the “Finance Lease”), dated as of June 3, 2004, by and among AESOP LEASING L.P., a Delaware limited partnership, as lessor (the “Lessor”), AVIS BUDGET CAR RENTAL, LLC (formerly known as Cendant Car Rental Group, LLC), a Delaware limited liability company (“ABCR”), as a lessee (in such capacity, a “Lessee”), as administrator (in such capacity, the “Administrator”) and as guarantor (in such capacity, the “Finance Lease Guarantor”), AVIS RENT A CAR SYSTEM, LLC (formerly known as Avis Rent A Car System, Inc.) (“ARAC”), a Delaware limited liability company, as a lessee (in such capacity, a “Lessee”) and BUDGET RENT A CAR SYSTEM, INC. (“BRAC”), a Delaware corporation, as a lessee (in such capacity, a “Lessee” and together, with ABCR and ARAC, in their capacities as lessees, the “Lessees”). Unless otherwise specified herein, capita
FIRST AMENDMENT TO THE SERIES 2006-1 SUPPLEMENTSeries 2006-1 Supplement • August 8th, 2007 • Avis Budget Group, Inc. • Services-auto rental & leasing (no drivers) • New York
This FIRST AMENDMENT (this “Amendment”), dated as of May 9, 2007, amends the Series 2006-1 Supplement (the “Series 2006-1 Supplement”), dated as of January 19, 2006, and is between 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”) and THE BANK OF NEW YORK 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 2006-1 Noteholders and the Surety Provider (in such capacity, the “Series 2006-1 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
SECOND AMENDMENT TO THE SERIES 2005-1 SUPPLEMENTSeries 2005-1 Supplement • August 8th, 2007 • Avis Budget Group, Inc. • Services-auto rental & leasing (no drivers) • New York
This SECOND AMENDMENT (this “Amendment”), dated as of May 9, 2007, amends the Series 2005-1 Supplement (the “Series 2005-1 Supplement”), dated as of February 25, 2005, as amended by the First Amendment thereto, dated as of June 3, 2004 and the Second Amendment, dated as of December 23, 2005, and is between 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”) and THE BANK OF NEW YORK 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 2005-1 Noteholders and the Surety Provider (in such capacity, the “Series 2005-1 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
LETTER AGREEMENTSeparation and Distribution Agreement • August 8th, 2007 • Avis Budget Group, Inc. • Services-auto rental & leasing (no drivers)
FIRST AMENDMENT TO THE SERIES 2006-2 SUPPLEMENTSeries 2006-2 Supplement • August 8th, 2007 • Avis Budget Group, Inc. • Services-auto rental & leasing (no drivers) • New York
This FIRST AMENDMENT (this “Amendment”), dated as of May 9, 2007, amends the Series 2006-2 Supplement (the “Series 2006-2 Supplement”), dated as of June 2, 2006 and is between 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”) and THE BANK OF NEW YORK 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 2006-2 Noteholders and the Surety Provider (in such capacity, the “Series 2006-2 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
SUPPLEMENTAL INDENTURE No. 2 Dated as of May 9, 2007 to SECOND AMENDED AND RESTATED BASE INDENTURE Dated as of June 3, 2004Supplemental Indenture • August 8th, 2007 • Avis Budget Group, Inc. • Services-auto rental & leasing (no drivers)
SUPPLEMENTAL INDENTURE No. 2, dated as of May 9, 2007 (“Supplemental Indenture”), to the SECOND AMENDED AND RESTATED BASE INDENTURE, dated as of June 3, 2004 (the “Base Indenture”), between 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, as issuer (“ABRCF”), and THE BANK OF NEW YORK 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”).
SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • August 8th, 2007 • Avis Budget Group, Inc. • Services-auto rental & leasing (no drivers) • New York
This SECOND AMENDMENT (this “Amendment”), dated as of May 9, 2007, amends the Amended and Restated Loan Agreement, dated as of June 3, 2004 (the “AESOP I Finance Lease Loan Agreement”), between AESOP LEASING L.P., a Delaware limited partnership (“AESOP Leasing” or the “Borrower”), and AVIS BUDGET RENTAL CAR FUNDING (AESOP) LLC (formerly known as Cendant Rental Car Funding (AESOP) LLC), a Delaware limited liability company (“ABRCF” or the “Lender”). Unless otherwise specified herein, capitalized terms used herein shall have the meanings ascribed to such terms in the Definitions List attached as Schedule I to the Second Amended and Restated Base Indenture, dated as of June 3, 2004, as amended (the “Base Indenture”), between ABRCF, as issuer, and The Bank of New York Trust Company, N.A. (as successor in interest to The Bank of New York), as trustee (the “Trustee”), as such Definitions List may from time to time be amended in accordance with the terms of the Base Indenture or the AESOP I F
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • August 8th, 2007 • Avis Budget Group, Inc. • Services-auto rental & leasing (no drivers) • New York
This FIRST AMENDMENT (this “Amendment”), dated as of May 9, 2007, amends the Amended and Restated Loan Agreement, dated as of June 3, 2004 (the “AESOP II Loan Agreement”), among AESOP LEASING CORP. II, a Delaware corporation (“AESOP Leasing II” or the “Borrower”), AESOP LEASING CORP., a Delaware corporation (“Original AESOP”), as Permitted Nominee of the Borrower, and AVIS BUDGET RENTAL CAR FUNDING (AESOP) LLC (formerly known as Cendant Rental Car Funding (AESOP) LLC), a Delaware limited liability company (“ABRCF” or the “Lender”). Unless otherwise specified herein, capitalized terms used herein shall have the meanings ascribed to such terms in the Definitions List attached as Schedule I to the Second Amended and Restated Base Indenture, dated as of June 3, 2004, as amended (the “Base Indenture”), between ABRCF, as issuer, and The Bank of New York Trust Company, N.A. (as successor in interest to The Bank of New York), as trustee (the “Trustee”), as such Definitions List may from time t
THIRD AMENDMENT TO THE SERIES 2004-2 SUPPLEMENTSeries 2004-2 Supplement • August 8th, 2007 • Avis Budget Group, Inc. • Services-auto rental & leasing (no drivers) • New York
This THIRD AMENDMENT (this “Amendment”), dated as of May 9, 2007, amends the Series 2004-2 Supplement (the “Series 2004-2 Supplement”), dated as of February 18, 2004, as amended by the First Amendment thereto, dated as of June 3, 2004 and the Second Amendment thereto, dated as of December 23, 2005, and is between 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”) and THE BANK OF NEW YORK 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 2004-2 Noteholders and the Surety Provider (in such capacity, the “Series 2004-2 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 Suppl
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • August 8th, 2007 • Avis Budget Group, Inc. • Services-auto rental & leasing (no drivers) • New York
This SECOND AMENDMENT (this “Amendment”), dated as of May 9, 2007, amends the Second Amended and Restated Loan Agreement, dated as of June 3, 2004 (the “AESOP I Operating Lease Loan Agreement”), among AESOP LEASING L.P., a Delaware limited partnership (“AESOP Leasing” or the “Borrower”), PV HOLDING CORP., a Delaware corporation (“PVHC”), as a Permitted Nominee of the Borrower, QUARTX FLEET MANAGEMENT, INC., a Delaware corporation (“Quartx”), as a Permitted Nominee of the Borrower, and AVIS BUDGET RENTAL CAR FUNDING (AESOP) LLC (formerly known as Cendant Rental Car Funding (AESOP) LLC), a Delaware limited liability company (“ABRCF” or the “Lender”). Unless otherwise specified herein, capitalized terms used herein shall have the meanings ascribed to such terms in the Definitions List attached as Schedule I to the Second Amended and Restated Base Indenture, dated as of June 3, 2004, as amended (the “Base Indenture”), between ABRCF, as issuer, and The Bank of New York Trust Company, N.A. (
THIRD AMENDMENT TO THE SERIES 2003-3 SUPPLEMENTSeries 2003-3 Supplement • August 8th, 2007 • Avis Budget Group, Inc. • Services-auto rental & leasing (no drivers) • New York
This THIRD AMENDMENT (this “Amendment”), dated as of May 9, 2007, amends the Series 2003-3 Supplement (the “Series 2003-3 Supplement”), dated as of May 6, 2003, as amended by the First Amendment thereto, dated as of June 3, 2004 and the Second Amendment thereto, dated December 23, 2005, and is between 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”) and THE BANK OF NEW YORK 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 2003-3 Noteholders and the Surety Provider (in such capacity, the “Series 2003-3 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 creat
THIRD AMENDMENT TO THE SERIES 2003-2 SUPPLEMENTSeries 2003-2 Supplement • August 8th, 2007 • Avis Budget Group, Inc. • Services-auto rental & leasing (no drivers) • New York
This THIRD AMENDMENT (this “Amendment”), dated as of May 9, 2007 amends the Series 2003-2 Supplement (the “Series 2003-2 Supplement”), dated as of March 6, 2003, as amended by the First Amendment thereto, dated as of June 3, 2004 and the Second Amendment thereto, dated as of December 23, 2005, and is between 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”) and THE BANK OF NEW YORK 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 2003-2 Noteholders and the Surety Provider (in such capacity, the “Series 2003-2 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 Supplement
THIRD AMENDMENT TO AMENDED AND RESTATED MASTER MOTOR VEHICLE OPERATING LEASE AGREEMENTMaster Motor Vehicle Operating Lease Agreement • August 8th, 2007 • Avis Budget Group, Inc. • Services-auto rental & leasing (no drivers) • New York
This THIRD AMENDMENT (this “Amendment”), dated as of May 9, 2007, amends the Amended and Restated Master Motor Vehicle Operating Lease Agreement (as amended to date, the “AESOP II Operating Lease”), dated as of June 3, 2004, by and between AESOP LEASING CORP. II, a Delaware corporation, as lessor (the “Lessor”) and AVIS BUDGET CAR RENTAL, LLC (formerly known as Cendant Car Rental Group, LLC), a Delaware limited liability company (“ABCR”), as lessee (in such capacity, the “Lessee”) and as administrator (in such capacity, the “Administrator”). Unless otherwise specified herein, capitalized terms used herein shall have the meanings ascribed to such terms in the Definitions List attached as Schedule I to the Second Amended and Restated Base Indenture, dated as of June 3, 2004 (as amended to date, the “Base Indenture”), between Avis Budget Rental Car Funding (AESOP) LLC (formerly known as Cendant Rental Car Funding (AESOP) LLC) (“ABRCF”), as Issuer, and The Bank of New York Trust Company, N
