EX-10.3 4 exhibit103approvalletter1.htm 2008-1 APPROVAL LETTER exhibit103approvalletter1.htm
Exhibit 10.3
Avis Budget Rental Car Funding (AESOP) LLC
48 Wall Street
New York, NY 10005
 
October 7, 2010
 

 

 
To the Persons Listed
On Schedule I Attached Hereto
 

 
Ladies and Gentlemen:
 
Reference is made to the Amended and Restated Series 2008-1 Supplement, dated as of October 29, 2009 (as amended to date, the “Series 2008-1 Supplement”), among Avis Budget Rental Car Funding (AESOP) LLC (“ABRCF”), as Issuer, Avis Budget Car Rental, LLC (“ABCR”), as Administrator, the CP Conduit Purchasers, the APA Banks and the Funding Agents named therein, JPMorgan Chase Bank, N.A., as Administrative Agent, and The Bank of New York Mellon Trust Company, N.A., as Trustee (in such capacity, the “Trustee”) and as Series 2008-1 Agent, to the Second Amended and Restated Base Indenture, dated as of June 3, 2004 (as amended to date, the “Base Indenture”), between ABRCF and the Trustee.  Capitalized terms used herein, unless otherwise defined herein, shall have the respective meanings set forth in the Base Indenture or the Series 2008-1 Supplement, as applicable.
 
ABCR, Avis Budget Holdings, LLC, JPMorgan Chase Bank, N.A., as Administrative Agent, and the Lenders party thereto have entered into the Fourth Amendment, dated as of the date hereof and attached as Schedule II hereto, to the Credit Agreement (the “Credit Agreement Amendment”).
 
Pursuant to the definition of “Credit Agreement” in the Series 2008-1 Supplement, references to the Credit Agreement in the Series 2008-1 Supplement do not give effect to any amendment thereto (subsequent to the Second Amendment thereto dated as of March 10, 2010) unless such amendment has been approved in writing by the Requisite Noteholders.
 
Pursuant to this approval letter (this “Approval”), ABRCF is requesting the approval of each of the persons identified on Schedule I attached hereto of the Credit Agreement Amendment.
 
By executing the appropriate signature block below, each of the Purchaser Groups approves the Credit Agreement Amendment for purposes of the definition of “Credit Agreement” in the Series 2008-1 Supplement.  Upon the receipt by ABRCF (or its agent) of such approvals from the Purchaser Groups comprising the Requisite Noteholders, references to the Credit Agreement in the Series 2008-1 Supplement shall be deemed to be references to the Credit Agreement as further amended by the Credit Agreement Amendment.
 
 
 

 
If you agree to the foregoing, please sign and return a copy of this Approval by facsimile or email to Kate Barrington (fax no.: (212) 354-8113; email: kbarrington@whitecase.com).  Please also send ten (10) executed originals to Kate Barrington at White & Case LLP, 1155 Avenue of the Americas, New York, New York 10036.
 
This Approval may be executed in any number of counterparts, and by the different parties hereto on separate counterparts, each of which when executed and delivered, shall be an original, but all of which shall together constitute one and the same instrument.  Execution and delivery of this Approval by delivery of facsimile signatures shall have the same force and effect as delivery of manual signatures hereon.
 
THIS APPROVAL AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
 

 
-2-

 
 
 
Very truly yours,
 
 
AVIS BUDGET RENTAL CAR FUNDING
(AESOP) LLC
 
 
 
By:
/s/ Rochelle Tarlowe
 
 
Name:           Rochelle Tarlowe
 
 
Title:           Vice President and Treasurer
 

 

 

 

 
 

 


AGREED, ACKNOWLEDGED AND APPROVED:

 
 
LIBERTY STREET FUNDING LLC,
as a CP Conduit Purchaser under the Series
2008-1 Supplement
 
 
 
By:
/s/ Frank B. Bilotta
 
 
Name:        Frank B. Bilotta
 
 
Title:          President
 
 

 

 
 
THE BANK OF NOVA SCOTIA,
as a Funding Agent and an APA Bank under
the Series 2008-1 Supplement
 
 
 
By:
/s/ Darren Ward
 
 
Name:        Darren Ward
 
 
Title:          Director
 

 
 

 
 

 

 
 
 
FALCON ASSET SECURITIZATION COMPANY LLC,
as a CP Conduit Purchaser under the Series
2008-1 Supplement
 
 
 
By:
/s/ Catherine V. Frank
 
 
Name:         Catherine V. Frank
 
 
Title:           Managing Director
 
 

 

 
JPMORGAN CHASE BANK, N.A.
as a Funding Agent under the Series
2008-1 Supplement
 
 
 
By:
/s/ Catherine V. Frank
 
 
Name:         Catherine V. Frank
 
 
Title:           Managing Director
 

 
 

 
 
JPMORGAN CHASE BANK, N.A.
as an APA Bank under the Series 2008-1
Supplement
 
 
By:
/s/ Catherine V. Frank
 
 
Name:         Catherine V. Frank
 
 
Title:           Managing Director
 

 
 

 
 

 
 
 

 
 
ATLANTIC ASSET SECURITIZATION LLC,
     as a CP Conduit Purchaser under the Series
     2008-1 Supplement
 
 
 
By:
/s/ Sam Pilcer
 
 
Name:         Sam Pilcer
 
 
Title:           Managing Director
 
 
 
 
 
By:
/s/ Kostantina Kourmpetis
 
 
Name:         Kostantina Kourmpetis
 
 
Title:           Managing Director
 
 

 
 

 
 
CREDIT AGRICOLE CORPORATE & INVESTMENT BANK NEW YORK BRANCH,
     as a Funding Agent and an APA Bank under the
     Series 2008-1 Supplement
 
 
 
By:
/s/ Sam Pilcer
 
 
Name:         Sam Pilcer
 
 
Title:           Managing Director
 
 
 
 
 
By:
/s/ Kostantina Kourmpetis
 
 
Name:         Kostantina Kourmpetis
 
 
Title:           Managing Director
 
 

 
 

 
 

 
 
 
AMSTERDAM FUNDING CORPORATION,
     as a CP Conduit Purchaser under the Series 2008-1 Supplement
 
 
 
By:
/s/ Bernard J. Angelo
 
 
Name:         Bernard J. Angelo
 
 
Title:           Vice President
 

 
 

 
 
THE ROYAL BANK OF SCOTLAND PLC,
as an APA Bank under the Series 2008-1 Supplement
by:  RBS Securities Inc., as agent
 
 
 
By:
/s/ David Viney
 
 
Name:         David Viney
 
 
Title:           Managing Director
 
 

 
 


 
THE ROYAL BANK OF SCOTLAND PLC,
as a Funding Agent under the Series 2008-1 Supplement
by: RBS Securities Inc., as agent
 
 
 
By:
/s/ David Viney
 
 
Name:         David Viney
 
 
Title:           Managing Director
 

 
 
 
 

 

 
ACKNOWLEDGED BY:
 

 
 
AVIS BUDGET CAR RENTAL, LLC,
     as Administrator
 
 
 
By:
/s/ Rochelle Tarlowe
 
 
Name:         Rochelle Tarlowe
 
 
Title:           Vice President and Treasurer
 
 

 

 
 

 
 
 
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
 
 
 
By:
/s/ Catherine V. Frank
 
 
Name:           Catherine V. Frank
 
 
Title:           Managing Director