Avis 2010 Annual Report Download - page 567

EXHIBIT E
to
Series 2010-
1
Supplement
FORM OF IRREVOCABLE SERIES 2010-1 LETTER OF CREDIT
No.[ ]
[ ], 20
The Bank of New York Mellon Trust Company, N.A., as Trustee
2 North LaSalle Street, 10 Floor
Chicago, Illinois 60602
Dear Sir or Madam:
The undersigned (“ Series 2010-1 Letter of Credit Provider ”) hereby establishes, at the request and for the account of Avis Budget
Car Rental, LLC, a Delaware limited liability company (“ ABCR ”), pursuant to, and in accordance with, that certain [Credit Agreement], dated
as of [ ], 20 (as amended, supplemented, restated or otherwise modified from time to time in accordance with the terms
thereof, the “ Credit Agreement ”), among ABCR and the financial institutions party thereto (collectively, the “ Series 2010-1 Letter of Credit
Providers ”), in accordance with the terms of such Credit Agreement (i) in your favor in respect of Lease Deficit Demands (as defined below),
(ii) in your favor in respect of Unpaid Demand Note Demands (as defined below), (iii) in your favor in respect of Termination Demands (as
defined below) and (iv) in your favor in respect of Termination Date Demands (as defined below), this Irrevocable Letter of Credit No.
[ ], in an aggregate maximum amount of [ ] DOLLARS ($ ) (such amount, as the same may be reduced and reinstated
from time to time as provided herein, being the “ Letter of Credit Amount ”), effective immediately and expiring at 4:00 p.m. (New York City
time) at our office located at [ ] Attention: [ ], Telephone No.: [ ], Facsimile No.: [ ] or [ ] (or at any
other office which may be designated by the Series 2010-1 Letter of Credit Provider by written notice delivered to you, being the “ Series 2010-
1
Letter of Credit Provider’s Office ”) on the date (the “ Expiration Date ”) that is the earlier of (i) [ ], 20 or such later date to
which the term of this Series 2010-1 Letter of Credit is extended (or, if such date is not a Business Day, the immediately succeeding Business
Day) (the “ Scheduled Expiration Date ”) and (ii) the date on which we receive written notice from you that the Series 2010-1 Letter of Credit
Termination Date shall have occurred. You are the trustee under that certain Amended and Restated Base Indenture (as may be amended from
time to time in accordance with its terms, the “ Base Indenture ”), dated as of March 9, 2010, between you, as Trustee (in such capacity, the “
Trustee ”) and CENTRE POINT FUNDING, LLC (“ CPF ”), as the same may be amended, supplemented or otherwise modified from time to
time. “ Series 2010-1 Supplement ” means the Series 2010-1 Supplement to the Base Indenture, dated as of March 9, 2010, between CPF and
you, as Trustee, Series 2010
-1 Agent and Securities Intermediary, as the same may be amended, supplemented, restated or otherwise modified
from time to time. Capitalized terms used herein and in the Annexes hereto and not otherwise defined herein shall have the meaning set forth in
the Series 2010-1 Supplement and the Base Indenture.
Upon the earliest of (i) the date on which the Series 2010-1 Letter of Credit Provider honors a Termination Date Demand (defined
below) presented hereunder, (ii) the date on which the Series 2010
-
1 Letter of Credit Provider receives written notice from you that this
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