Avis 2008 Annual Report Download - page 260

Exhibit 10.34(d)
THIRD AMENDMENT TO THE SERIES 2005-4 SUPPLEMENT
This THIRD AMENDMENT (this “ Amendment ”), dated as of November 11, 2008, 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 the Second
Amendment thereto, dated May 9, 2007, 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 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 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 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 2005-4 Supplement, as
applicable.
W I T N E S S E T H :
WHEREAS, pursuant to Section 12.2(i) of the Base Indenture, an amendment to any Supplement requires the consent of ABRCF, the
Trustee, the applicable Enhancement Provider and each affected Noteholder of the applicable Series of Notes;
WHEREAS, pursuant to Section 6.11 of the Series 2005-4 Supplement, the Surety Provider is deemed to be the sole holder of the
Series 2005-4 Notes for the purpose of giving all consents, waivers and approvals under the Series 2005-
4 Supplement and the Base Indenture on
behalf of the Series 2005-4 Notes;
WHEREAS, ABRCF has requested the Trustee, the Series 2005-4 Agent and the Surety Provider to, and, upon the effectiveness of
(i) this Amendment and (ii) the letter (the “ Consent Letter ”), dated as of the date hereof, among ABRCF and the Surety Provider, ABRCF, the
Trustee, the Series 2005-4 Agent and the Surety Provider have agreed to, amend certain provisions of the Series 2005-4 Supplement as set forth
herein;
WHEREAS, the parties desire to amend the Series 2005-4 Supplement (1) to increase the Series 2005-4 Maximum Non-Program
Vehicle Percentage and (2) increase the number of Kia, Suzuki and Hyundai Vehicles ABRCF can purchase for inclusion in the AESOP I
Operating Lease Loan Agreement Borrowing Base; and
WHEREAS, ABRCF has requested the Trustee, the Series 2005-4 Agent and each Noteholder to, and, upon this Amendment
becoming effective, ABRCF, the Trustee, the Series 2005-4 Agent and the Surety Provider, voting as the deemed sole Noteholder, have agreed
to, amend certain provisions of the Series 2005-4 Supplement as set forth herein;
NEW YORK 6994977 (2K)
Third Amendment to Series 2005-4
Supplement (November 2008
Amendment)(CONFORMED)