Avis 2006 Annual Report Download - page 234

Exhibit 10.29(b)
FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
This FIRST AMENDMENT TO THE AMENDED AND RESTATED LOAN AGREEMENT (this “ Amendment ”), dated as of
December 23, 2005, 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 CENDANT
RENTAL CAR FUNDING (AESOP) LLC, a Delaware limited liability company (“ CRCF ” or the “ Lender ”). 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 (the “ Base Indenture ”), between CRCF, as issuer, and
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 Finance Lease Loan Agreement, as applicable.
W I T N E S S E T H :
WHEREAS, pursuant to Section 13.1 of the AESOP I Finance Lease Loan Agreement, the AESOP I Finance Lease Loan
Agreement may be amended with an agreement in writing signed by the Lender and AESOP Leasing and consented to in writing by the
Trustee;
WHEREAS, pursuant to Section 12.2 of the Base Indenture, the AESOP I Finance Lease Loan Agreement may be amended with
the written consent of CRCF, the Trustee, any applicable Enhancement Provider, and the Requisite Investors;
WHEREAS, the parties desire to amend the AESOP I Finance Lease Loan Agreement to reflect an increase in the maximum lease
term for certain vehicles under the AESOP I Finance Lease Loan Agreement from eighteen (18) to thirty-six (36) months; and
WHEREAS, CRCF has requested the Trustee, each applicable Enhancement Provider and the Requisite Investors to, and CRCF, the
Trustee, each applicable Enhancement Provider and the Requisite Investors have consented to, the amendment of certain provisions of the
AESOP I Finance Lease Loan Agreement as set forth herein;
NOW, THEREFORE, it is agreed:
1. Section 10.14 of the AESOP I Finance Lease Loan Agreement is hereby amended such that all references therein to “eighteen
(18) months” shall hereby be replaced with “thirty-six (36) months.”
2. 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 AESOP I Finance Lease Loan Agreement.
3. This Amendment shall become effective as of the date (the “ Amendment Effective Date ”) on which each of the following have
occurred: (i) each of the parties hereto