Avis 2009 Annual Report Download - page 277

Exhibit 10.41(b)
FIRST AMENDMENT TO THE SERIES 2009-3 SUPPLEMENT
This FIRST AMENDMENT TO THE SERIES 2009-3 SUPPLEMENT (this “ Amendment ”), dated as of December 8, 2009,
amends the Series 2009-3 Supplement (the “ Series 2009-3 Supplement ”), dated as of November 5, 2009, among AVIS BUDGET RENTAL
CAR FUNDING (AESOP) LLC, a special purpose limited liability company established under the laws of Delaware (“ ABRCF ”), AVIS
BUDGET CAR RENTAL, LLC, a limited liability company established under the laws of Delaware, as administrator (the “ Administrator ”),
DEUTSCHE BANK AG, NEW YORK BRANCH, as administrative agent (the “ Administrative Agent ”), the several commercial paper
conduits listed on Schedule I thereto (each a “ CP Conduit Purchaser ”), the several banks set forth opposite the name of each CP Conduit
Purchaser on Schedule I thereto (each an “ APA Bank ” with respect to such CP Conduit Purchaser), the several agent banks set forth opposite
the name of each CP Conduit Purchaser on Schedule I thereto (each a “ Funding Agent ” with respect to such CP Conduit Purchaser), THE
BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (in such capacity, the “ Trustee ”) and
as agent for the benefit of the Series 2009-3 Noteholders (in such capacity, the “ Series 2009-3 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 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 2009-3 Supplement, as applicable.
W I T N E S S E T H :
WHEREAS, pursuant to Section 12.2 of the Base Indenture, any Supplement thereto may be amended with the consent of ABRCF,
the Trustee and the Required Noteholders of the applicable Series of Notes, so long as such amendment only affects the Noteholders of such
Series of Notes;
WHEREAS, pursuant to Section 11.11 of the Series 2009-
3 Supplement (i) such Supplement may be amended in accordance with the
terms of the Base Indenture and (ii) if the consent of the Required Noteholders is required for an amendment pursuant to the Base Indenture,
such requirement shall be satisfied if such amendment is consented to by the Requisite Noteholders;
WHEREAS, the parties desire to amend the Series 2009-3 Supplement to modify a condition precedent to any increase of the
Purchaser Group Invested Amounts; and
WHEREAS, ABRCF has requested the Trustee, the Series 2009-
3 Agent, the Administrator, the Administrative Agent and the Series
2009-3 Noteholders to, and, upon the effectiveness of this Amendment, ABRCF, the Trustee, the Series 2009-3 Agent, the Administrator, the
Administrative Agent and each Series 2009-3 Noteholder party hereto have agreed to, amend a certain provision of the Series 2009-3
Supplement as set forth herein;
NOW, THEREFORE, it is agreed: