Avis 2008 Annual Report Download - page 265

Exhibit 10.36(b)
CONFORMED COPY
FIRST AMENDMENT TO THE SERIES 2007-2 SUPPLEMENT
This FIRST AMENDMENT (this “ Amendment ”), dated as of November 11, 2008, amends the Series 2007-2 Supplement (the “
Series 2007-2 Supplement ”), dated as of June 6, 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 Trust
Company, N.A.), a national banking association, as trustee (in such capacity, the “ Trustee ”) and as agent for the benefit of the Series 2007-2
Noteholders and the Surety Provider (in such capacity, the
“ Series 2007-2 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 2007-2 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 2007-2 Supplement, the Surety Provider is deemed to be the sole holder of the
Series 2007-2 Notes for the purpose of giving all consents, waivers and approvals under the Series 2007-
2 Supplement and the Base Indenture on
behalf of the Series 2007-2 Notes;
WHEREAS, ABRCF has requested the Trustee, the Series 2007-2 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 2007-2 Agent and the Surety Provider have agreed to, amend certain provisions of the Series 2007-2 Supplement as set forth
herein;
WHEREAS, the parties desire to amend the Series 2007-2 Supplement (1) to increase the Series 2007-2 Maximum Non-Program
Vehicle Percentage, (2) to 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 (3) to require a certain percentage of Kia and Hyundai vehicles to be included at the
Series 2007-2 Standard & Poor’s Highest Enhanced Vehicle Percentage in the AESOP I Operating Lease Loan Agreement Borrowing Base; and
NEW YORK 6994991 (2K)
First Amendment to Series 2007-2
Supplement (November 2008
Amendment)(CONFORMED)