UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
_________________
FORM
8-K
_________________
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of
Report (Date of Earliest Event Reported): December
6, 2006 (November 30, 2006)
_________________
Avis
Budget Group, Inc.
(Exact
Name of Registrant as Specified in its Charter)
_________________
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Delaware
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1-10308
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06-0918165
|
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
|
6
Sylvan Way
Parsippany,
NJ
|
07054
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|
(Address
of Principal Executive Offices)
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(Zip
Code)
|
(973)
496-4700
(Registrant's
telephone number, including area code)
N/A
(Former
name or former address if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[
] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
]
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
] Pre-commencement
communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[
] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01. Entry into a Material Definitive Agreement.
On
November 30, 2006, our Avis Budget Rental Car Funding (AESOP) LLC subsidiary
extended the expiration date of the Series 2002-2 Notes, our $1 billion variable
funding facility, to November 29, 2007. A copy of the Eighth Amendment to
the
Series 2002-2 Supplement is attached hereto as Exhibit
10.1
and is
incorporated herein by reference.
Item
7.01 Regulation FD Disclosure.
We
intend
to post historical driver information for Avis Budget Group and historical
segment supplemental information for Avis Budget Car Rental and its
subsidiaries, the companies that comprise our vehicle rental business,
on our
web site at www.avisbudgetgroup.com.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
The
following exhibits are filed as part of this report:
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Exhibit
No.
|
Description
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|
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10.1
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Eighth
Amendment to the Amended and Restated Series 2002-2 Supplement, dated
as
of November 30, 2006, among Avis Budget Rental Car Funding (AESOP)
LLC
(formerly known as Cendant Rental Car Funding (AESOP) LLC), Avis
Budget
Car Rental, LLC (formerly known as Cendant Car Rental Group, LLC),
as
administrator, JPMorgan Chase Bank National Association, as administrative
agent, certain CP Conduit Purchasers, certain APA Banks and the Funding
Agents named therein and The Bank Of New York, as trustee and the
Series
2002-2 Agent, to the Second Amended and Restated Base Indenture,
dated as
of June 3, 2004, between Avis Budget Rental Car Funding (AESOP) LLC,
as
issuer, and The Bank of New York, as trustee, as amended.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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AVIS
BUDGET GROUP, INC.
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||||
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By:
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/s/
Jean M. Sera
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Jean
M. Sera
Senior
Vice President and Secretary
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Date:
December 6, 2006
EXHIBIT
INDEX
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Exhibit
No.
|
Description
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|
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10.1
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Eighth
Amendment to the Amended and Restated Series 2002-2 Supplement, dated
as
of November 30, 2006, among Avis Budget Rental Car Funding (AESOP)
LLC
(formerly known as Cendant Rental Car Funding (AESOP) LLC), Avis
Budget
Car Rental, LLC (formerly known as Cendant Car Rental Group, LLC),
as
administrator, JPMorgan Chase Bank National Association, as administrative
agent, certain CP Conduit Purchasers, certain APA Banks and the Funding
Agents named therein and The Bank Of New York, as trustee and the
Series
2002-2 Agent, to the Second Amended and Restated Base Indenture,
dated as
of June 3, 2004, between Avis Budget Rental Car Funding (AESOP) LLC,
as
issuer, and The Bank of New York, as trustee, as amended.
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Exhibit
10.1
EIGHTH
AMENDMENT TO THE AMENDED AND RESTATED
SERIES
2002-2 SUPPLEMENT
This
EIGHTH AMENDMENT TO THE AMENDED AND RESTATED SERIES 2002-2 SUPPLEMENT (this
“Amendment”),
dated
as of November 30, 2006, amends the Amended and Restated Series 2002-2
Supplement (the “Series
2002-2 Supplement”),
dated
as of November 22, 2002, as amended by the First Amendment thereto, dated as
of
October 30, 2003, the Second Amendment thereto, dated as of June 3, 2004, the
Third Amendment thereto, dated as of November 30, 2004, the Fourth Amendment
thereto, dated as of November 28, 2005, the Fifth Amendment thereto, dated
as of
December 23, 2005, the Sixth Amendment thereto, dated as of February 17, 2006
and the Seventh Amendment thereto, dated as of March 21, 2006, among AVIS BUDGET
RENTAL CAR FUNDING (AESOP) LLC (formerly known as Cendant Rental Car Funding
(AESOP) LLC, formerly known as AESOP Funding II L.L.C.), a special purpose
limited liability company established under the laws of Delaware (“ABRCF”),
AVIS
BUDGET CAR RENTAL, LLC
(formerly known as Cendant Car Rental Group, LLC, formerly known as Cendant
Car
Rental Group, Inc.) (“Avis
Budget”),
a
limited liability company established under the laws of Delaware, as
administrator (the “Administrator”),
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (formerly known as JPMorgan Chase
Bank), a national banking association, 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 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 2002-2 Noteholders (in such capacity, the
“Series
2002-2 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 2002-2 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 each affected Noteholder
of
the applicable Series of Notes, so long as such amendment only affects the
Noteholders of such Series of Notes;
WHEREAS,
the parties desire to amend the Series 2002-2 Supplement to (i) extend the
Scheduled Expiry Date and (ii) provide for the delivery by ABRCF to the
Administrative Agent of certain information relating to Avis Budget;
-1-
WHEREAS,
each Acquiring Purchaser Group (as defined below) wishes to purchase a portion
of the Transferor Purchaser Group’s (as defined below) Commitment and Purchaser
Group Invested Amount under the Series 2002-2 Supplement and the Series 2002-2
Notes pursuant to Section 11.1(e) of the Series 2002-2 Supplement; and
WHEREAS,
ABRCF
has
requested the Trustee, the Series 2002-2 Agent, the Administrator, the
Administrative Agent and each Series 2002-2 Noteholder to, and, upon the
effectiveness of this Amendment, ABRCF, the Trustee, the Series 2002-2 Agent,
the Administrator, the Administrative Agent and the Series 2002-2 Noteholders
have agreed to, amend certain provisions of the Series 2002-2 Supplement as
set
forth herein;
NOW,
THEREFORE, it is agreed:
1. Amendment
of Definitions.
The
following defined term, as set forth in Article I(b) of the Series 2002-2
Supplement, is hereby amended and restated in its entirety
as
follows:
““Scheduled
Expiry Date”
means,
with respect to any Purchaser Group, November 29, 2007, as such date may be
extended in accordance with Section 2.6(b).”
2. Miscellaneous.
The
following section is hereby added as Section 11.22 of the Series 2002-2
Supplement:
“Section
11.22. Information.
ABCRF
shall promptly provide to the Administrative Agent a copy of the financial
information and any other materials required to be delivered to ABCRF
pursuant to Section 31.5(i) and (ii) under the Leases. The Administrative Agent
shall provide copies of all such information and other materials furnished
to it
by ABCRF pursuant to this Section 11.22 to each Funding Agent.”
3. Amendment
to Schedule I.
(a) On
the Series 2002-2 Eighth Amendment Effective Date (as defined below), Schedule
I
to the Series 2002-2 Supplement shall be amended by deleting such Schedule
in
its entirety and substituting in lieu thereof a new Schedule I in the form
of
Schedule A to this Amendment, which shall (i) first, effect the sale and
assignment by Paradigm Funding LLC and WestLB AG, New York Branch (collectively,
the “Transferor
Purchaser Group”)
to
Thames Asset Global Securitization No. 1, Inc. and The Royal Bank of Scotland
(collectively, the “New
Acquiring Purchaser Group”)
of a
portion of the Transferor Purchaser Group’s respective rights, obligations and
commitments under the Series 2002-2 Supplement and the Series 2002-2 Notes
pursuant to Section 11.1(e) of the Series 2002-2 Supplement, and (ii) second,
effect the sale and assignment by the Transferor Purchaser Group to Atlantic
Asset Securitization LLC and Calyon New York Branch (collectively, the
“Existing
Acquiring Purchaser Group”
and,
together with the New Acquiring Purchaser Group, the “Acquiring
Purchaser Groups”)
of the
remainder of the Transferor Purchaser Group’s respective rights, obligations and
commitments under the Series 2002-2 Supplement and the Series 2002-2 Notes
pursuant to Section 11.1(e) of the Series 2002-2 Supplement.
-2-
(b)
This
Amendment shall, for the purposes of Section 11.1(e) of the Series 2002-2
Supplement, constitute a Purchaser Group Supplement, and the respective transfer
of the rights and obligations of the Transferor Purchaser Group to each
Acquiring Purchaser Group shall constitute a valid transfer under the terms
of
such Section 11.1(e).
4. New
Acquiring Purchaser Group and Transferor Purchaser Group.
Upon
the execution and delivery of this Amendment by the New Acquiring Purchaser
Group, the Funding Agent with respect thereto, and the Transferor Purchaser
Group on the Series 2002-2 Eighth Amendment Effective Date, (i) the CP Conduit
Purchaser, the Funding Agent and the APA Bank with respect to such New Acquiring
Purchaser Group shall be parties to the Series 2002-2 Supplement for all
purposes thereof and (ii) the CP Conduit Purchaser, the Funding Agent and the
APA Bank with respect to such Transferor Purchaser Group shall no longer be
parties to the Series 2002-2 Supplement and shall no longer have any obligations
in such capacity thereunder, other than as expressly set forth in this
Amendment.
5. Assignments.
(a) The
Transferor Purchaser Group hereby irrevocably sells, assigns and transfers
to
each Acquiring Purchaser Group, without recourse, representation or warranty
(except as set forth in Section 5(e)(i) hereof), and each Acquiring Purchaser
Group hereby irrevocably purchases, takes and assumes from the Transferor
Purchaser Group, the respective portion reflected by the amendment to Schedule
I
effected hereby (such Acquiring Purchaser Group’s “Purchased
Percentage”)
of the
Commitment Amount with respect to the APA Banks included in the Transferor
Purchaser Group under the Series 2002-2 Supplement.
(b) The
Transferor Purchaser Group has made arrangements with each Acquiring Purchaser
Group with respect to (i) the portion, if any, to be paid, and the date or
dates
for payment, by the Transferor Purchaser Group to such Acquiring Purchaser
Group
of any Commitment Fees with respect to such Acquiring Purchaser Group’s
Purchased Percentage of the Transferor Purchaser Group’s Commitment heretofore
received by the Transferor Purchaser Group pursuant to the Series 2002-2
Supplement prior to the Series 2002-2 Eighth Amendment Effective Date and (ii)
the portion, if any, to be paid and the date or dates for payment, by such
Acquiring Purchaser Group to the Transferor Purchaser Group of Commitment Fees
or Series 2002-2 Monthly Interest received by such Acquiring Purchaser Group
pursuant to the Series 2002-2 Supplement from and after the Transfer Issuance
Date.
(c)
From
and
after the Series 2002-2 Eighth Amendment Effective Date, amounts that would
otherwise be payable to or for the account of the Transferor Purchaser Group
pursuant to the Series 2002-2 Supplement shall, instead, be payable to or for
the accounts of the Acquiring Purchaser Groups in accordance with their
respective Purchased Percentages, whether such amounts have accrued prior to
the
Series 2002-2 Eighth Amendment Effective Date or accrue subsequent to the Series
2002-2 Eighth Amendment Effective Date.
(d) Each
of
the Transferor Purchaser Group and each Acquiring Purchaser Group
agrees
that at any time and from time to time upon the written request of any other
party, it will execute and deliver such further documents and do such further
acts and things as such other party may reasonably request in order to effect
the purposes of the assignment pursuant to this Section 5.
-3-
(e)
By
executing and delivering this Amendment, the Transferor Purchaser Group confirms
to and agrees with each Acquiring Purchaser Group, and each Acquiring Purchaser
Group, separately and not jointly, confirms to and agrees with the Transferor
Purchaser Group as follows: (i) other than the representation and warranty
that
the Transferor Purchaser Group is the legal and beneficial owner of the interest
being assigned hereby free and clear of any adverse claim, the Transferor
Purchaser Group makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with the Series 2002-2 Supplement or the execution,
legality, validity, enforceability, genuineness, sufficiency or value of the
Indenture, the Series 2002-2 Notes, the Related Documents or any instrument
or
document furnished pursuant thereto; (ii) the Transferor Purchaser Group makes
no representation or warranty and assumes no responsibility with respect to
the
financial condition of ABRCF or the performance or observance by ABRCF of any
of
ABRCF’s obligations under the Indenture, the Related Documents or any other
instrument or document furnished pursuant hereto; (iii) each Acquiring Purchaser
Group confirms that it has received a copy of the Indenture and such other
Related Documents and other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Amendment; and (iv) each Acquiring Purchaser Group will, independently and
without reliance upon the Administrative Agent, the Transferor Purchaser Group
or any other Person and based on such documents and information as it shall
deem
appropriate at the time, continue to make its own credit decisions in taking
or
not taking action under the Indenture.
(f) By
executing and delivering this Amendment, the New Acquiring Purchaser Group
confirms to and agrees with the Transferor Purchaser Group as follows: (i)
the
New Acquiring Purchaser Group appoints and authorizes the Administrative Agent
to take such action as agent on its behalf and to exercise such powers under
the
Series 2002-2 Supplement as are delegated to the Administrative Agent by the
terms thereof together with such powers as are reasonably incidental thereto,
all in accordance with Article IX of the Series 2002-2 Supplement; (ii) each
member of the New Acquiring Purchaser Group appoints and authorizes the Funding
Agent with respect to the New Acquiring Purchaser Group to take such action
as
agent on its behalf and to exercise such powers under the Series 2002-2
Supplement as are delegated to such Funding Agent by the terms thereof, together
with such powers as are reasonably incidental thereto, all in accordance with
Article X of the Series 2002-2 Supplement; (vii) each member of the New
Acquiring Purchaser Group agrees that it will perform in accordance with their
terms all of the obligations which by the terms of the Indenture are required
to
be performed by it as a member of the New Acquiring Purchaser Group and (viii)
each member of the New Acquiring Purchaser Group confirms that it is an Eligible
Assignee.
(g)
The
address of the New Acquiring Purchaser Group for notices
for
the purposes of Section 11.20 of the Series 2002-2 Supplement is:
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The
Royal Bank of Scotland plc
Head
of Securitisation
135
Bishopsgate, London EC2M 3UR
Telephone:
+44 (0) 207 085 6441
Securitisation.support@rbos.com
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-4-
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The
Royal Bank of Scotland plc, New York Branch
101
Park Avenue
New
York, NY 10178
Attention:
Frank Guerra
Telephone:
212-401-3783
frank.guerra@rbos.com
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||
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With
a copy to:
RBS
Greenwich Capital
600
Steamboat Road
Greenwich,
CT 06830
Attention:
Mike Zappaterrini
Attention:
Joe McElroy
Telephone:
203-618-6257
Telephone:
203-618-6234
michael.zappaterrini@gcm.com
joe.mcelroy@gcm.com
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6. This
Amendment is limited as specified and, except as expressly stated herein, shall
not constitute a modification, acceptance or waiver of any other provision
of
the Series 2002-2 Supplement.
7. Consent
to Extension under Section 2.6(b).
Each
Purchaser Group, by executing this Amendment hereby agrees to the extension
of
the Scheduled Expiry Date as effected by this Amendment.
8. This
Amendment shall become effective as of the first date (the “Series
2002-2 Eighth Amendment Effective Date”)
on
which each of the following
have occurred: (i) each of the parties hereto shall have executed and delivered
this Amendment to the Trustee, and the Trustee shall have executed this
Amendment, (ii) the Rating Agency Consent Condition shall have been satisfied
with respect to this Amendment and (iii) all certificates and opinions of
counsel required under the Base Indenture or by the Series 2002-2 Noteholders
shall have been delivered to the Trustee and the Series 2002-2 Noteholders,
as
applicable.
9. From
and
after the Series 2002-2 Eighth Amendment Effective Date, all references to
the
Series 2002-2 Supplement shall be deemed to be references to the Series 2002-2
Supplement as amended hereby.
10. This
Amendment may be executed in separate counterparts by the parties hereto, each
of which when so executed and delivered shall be an original but all of which
shall together constitute one and the same instrument.
11. THIS
AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK.
-5-
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their respective duly authorized officers as of the date above
first
written.
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AVIS
BUDGET RENTAL CAR FUNDING (AESOP) LLC, as Issuer
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By:
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/s/
Lori Gebron
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Name: Lori
Gebron
Title: Vice
President
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THE
BANK OF NEW YORK TRUST COMPANY (as successor in interest to The Bank
of
New York), as Trustee and Series 2002-2
Agent
|
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By:
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/s/
Marian Onischak
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Name: Marian
Onischak
Title: Vice
President
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JPMORGAN
CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent
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By:
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/s/
George S. Wilkins
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Name: George
S. Wilkins
Title: Vice
President
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AGREED,
ACKNOWLEDGED AND CONSENTED:
|
SHEFFIELD
RECEIVABLES CORPORATION,
as
a CP Conduit Purchaser under the Series 2002-2 Supplement
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By:
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Barclays
Bank PLC
as
Attorney-in-Fact
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By:
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/s/
Janette Lieu
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Name: Janette
Lieu
Title: Director
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BARCLAYS
BANK PLC,
as
a Funding Agent and an APA Bank under the Series 2002-2
Supplement
|
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By:
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/s/
Jeffrey Goldberg
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Name: Jeffrey
Goldberg
Title: Associate
Director
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GEMINI
SECURITIZATION CORP., LLC, as a CP Conduit Purchaser under the Series
2002-2 Supplement
|
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By:
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/s/
R. Douglas Donaldson
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Name: R.
Douglas Donaldson
Title:
Treasurer
|
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DEUTSCHE
BANK AG, NEW YORK BRANCH, as
a Funding Agent and an APA Bank under the Series 2002-2
Supplement
|
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By:
|
/s/
Michael Cheng
|
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Name: Michael
Cheng
Title:
Director
|
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By:
|
/s/
Kevin Tanzer
|
||
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Name: Kevin
Tanzer
Title: Director
|
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LIBERTY
STREET FUNDING CORPORATION,
as
a CP Conduit Purchaser under the Series 2002-2 Supplement
|
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|
By:
|
/s/
Jill A. Gordon
|
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|
Name: Jill
A. Gordon
Title: Vice
President
|
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THE
BANK OF NOVA SCOTIA,
as
a Funding Agent and an APA Bank under the Series 2002-2
Supplement
|
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By:
|
/s/
William R. Collins
|
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|
Name: William
R. Collins
Title: Managing
Director
|
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PARADIGM
FUNDING LLC,
as
a CP Conduit for the Transferor Purchaser Group
|
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|
By:
|
/s/
Evelyn Echevarria
|
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|
Name: Evelyn
Echevarria
Title:
Vice
President
|
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WESTLB
AG, NEW
YORK BRANCH,
as
a Funding Agent and an APA Bank for the Transferor Purchaser
Group
|
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|
By:
|
/s/
Brian Statfeld
|
||
|
Name: Brian
Statfeld
Title:
Managing
Director
|
|
By:
|
/s/
Matthew F. Tallo
|
||
|
Name: Matthew
F. Tallo
Title:
Director
|
|
YC
SUSI TRUST,
as
a CP Conduit Purchaser under the Series 2002-2 Supplement
|
|||
|
By:
|
Bank
of America, National Association,
as
Administrative Trustee
|
|
By:
|
/s/
Jeremy Grubb
|
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|
Name: Jeremy
Grubb
Title:
Vice President
|
|
BANK
OF AMERICA, NATIONAL ASSOCIATION,
as
a Funding Agent and an APA Bank under the Series 2002-2
Supplement
|
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|
By:
|
/s/
Jeremy Grubb
|
||
|
Name: Jeremy
Grubb
Title:
Vice
President
|
|
THAMES
ASSET GLOBAL SECURITIZATION NO. 1, INC.,
as
a CP Conduit Purchaser for the New Acquiring Purchaser Group and
under the
Series 2002-2 Supplement
|
|||
|
By:
|
/s/
R. Douglas Donaldson
|
||
|
Name: R.
Douglas Donaldson
Title: Treasurer
|
|
THE
ROYAL BANK OF SCOTLAND PLC,
as
a Funding Agent under the Series 2002-2 Supplement
|
|||
|
By:
|
/s/
Michael Zappaterrini
|
||
|
Name: Michael
Zappaterrini
Title: Managing
Director
|
|
THE
ROYAL BANK OF SCOTLAND PLC, NEW YORK BRANCH,
as
an APA Bank under the Series 2002-2 Supplement
|
|||
|
By:
|
/s/
Belinda Wheeler
|
||
|
Name: Belinda
Wheeler
Title: Senior
Vice President
|
|
CHARTA,
LLC,
as
a CP Conduit Purchaser under the Series 2002-2 Supplement
|
|||
|
By:
|
Citicorp
North America, Inc., as
Attorney-in-fact
|
|
/s/
Richard C. Simons
|
|||
|
By:
|
Name: Richard
C. Simons
Title: Vice
President
|
|
CITIBANK,
N.A.,
as
an
APA Bank under the Series 2002-2 Supplement
|
|||
|
By:
|
/s/
Hugo Arias
|
||
|
Name: Hugo
Arias
Title: Vice
President
|
|
CITICORP
NORTH AMERICA, INC.,
as
a Funding Agent under the Series 2002-2 Supplement
|
|||
|
By:
|
/s/
Richard C. Simons
|
||
|
Name: Richard
C. Simons
Title: Vice
President
|
|
JUPITER
SECURITIZATION CORPORATION,
as
a
CP Conduit Purchaser under the Series 2002-2 Supplement
|
|||
|
By:
|
/s/
George S. Wilkins
|
||
|
Name: George
S. Wilkins
Title:
Vice
President
|
|
JPMORGAN
CHASE BANK, NATIONAL
ASSOCIATION,
as
a Funding Agent under the Series 2002-2 Supplement
|
|||
|
By:
|
/s/
George S. Wilkins
|
||
|
Name: George
S. Wilkins
Title:
Vice
President
|
|
JPMORGAN
CHASE BANK, NATIONAL
ASSOCIATION,
as
an APA Bank under the Series 2002-2 Supplement
|
|||
|
By:
|
/s/
George S. Wilkins
|
||
|
Name: George
S. Wilkins
Title:
Vice
President
|
|
ATLANTIC
ASSET SECURITIZATION LLC, as a CP Conduit Purchaser for the Existing
Acquiring Purchaser Group and under the Series 2002-2
Supplement
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By:
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/s/
Sam Pilcer
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Name: Sam
Pilcer
Title: Managing
Director
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By:
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/s/
Kostantina Kourmpetis
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Name: Kostantina
Kourmpetis
Title: Managing
Director
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CALYON
NEW YORK BRANCH,
as
a Funding Agent and an APA Bank for the Existing Acquiring Purchaser
Group
and under the Series 2002-2 Supplement
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By:
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Calyon
New York Branch,
as
Attorney-in-Fact
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By:
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/s/
Sam Pilcer
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Name: Sam
Pilcer
Title: Managing
Director
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By:
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/s/
Kostantina Kourmpetis
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Name: Kostantina
Kourmpetis
Title: Managing
Director
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AVIS
BUDGET CAR RENTAL, LLC, as Administrator
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By:
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/s/
Karen C. Sclafani
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Name:
Karen C. Sclafani
Title:
Executive
Vice President and Assistant Secretary
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SCHEDULE
I TO SERIES 2002-2 SUPPLEMENT
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CP
Conduit
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APA
Bank
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Funding
Agent
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APA
Bank Percentage
|
Maximum
Purchaser
Group
Invested
Amount
|
Match
Funding
|
Purchased
Percentage
|
|
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1.
|
Sheffield
Receivables Corporation
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Barclays
Bank PLC
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Barclays
Bank PLC
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100%
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$100,000,000
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Yes
|
10.0%
|
|
2.
|
Atlantic
Asset Securitization LLC
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Calyon
New York Branch
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Calyon
New York Branch
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100%
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$100,000,000
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No
|
10.0%
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|
3.
|
Thames
Asset Global Securitization No. 1., Inc.
|
The
Royal Bank of Scotland plc, New York Branch
|
The
Royal Bank of Scotland plc
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100%
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$100,000,000
|
No
|
10.0%
|
|
4.
|
Gemini
Securitization Corp., LLC
|
Deutsche
Bank AG, New York Branch
|
Deutsche
Bank AG, New York Branch
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100%
|
$125,000,000
|
No
|
12.5%
|
|
5.
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Liberty
Street Funding Corporation
|
The
Bank of Nova Scotia
|
The
Bank of Nova Scotia
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100%
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$125,000,000
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No
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12.5%
|
|
6.
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YC
SUSI Trust
|
Bank
of America, National Association
|
Bank
of America, National Association
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100%
|
$125,000,000
|
No
|
12.5%
|
|
7.
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Charta,
LLC
|
Citibank,
N.A.
|
Citicorp
North America, Inc.
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100%
|
$125,000,000
|
No
|
12.5%
|
|
8.
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Jupiter
Securitization Corporation
|
JPMorgan
Chase Bank, National Association
|
JPMorgan
Chase Bank, National Association
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100%
|
$200,000,000
|
No
|
20.0%
|