Fourth Amendment to Fifth Amended and Restated Series 2010-6 Supplement, dated as of January 12, 2024, by and among Avis Budget Rental Car Funding (AESOP) LLC, as Issuer, Avis Budget Car Rental, LLC, as Administrator, JPMorgan Chase Bank, N.A., as Administrative Agent, the Non-Conduit Purchasers, the CP Conduit Purchasers, the Committed Note Purchasers, the APA Banks and the Funding Agents named therein and The Bank of New York Mellon Trust Company, N.A., as trustee and as Series 2010-6 Agent

Contract Categories: Business Finance - Note Agreements
EX-10.2 3 eh240438620_ex1002.htm EXHIBIT 10.2

 EXHIBIT 10.2

 

EXECUTION VERSION

 

FOURTH AMENDMENT TO

THE FIFTH AMENDED AND RESTATED SERIES 2010-6 SUPPLEMENT

This FOURTH AMENDMENT TO THE FIFTH AMENDED AND RESTATED SERIES 2010-6 SUPPLEMENT (this “Amendment”), dated as of January 12, 2024 amends the Fifth Amended and Restated Series 2010-6 Supplement (as amended to date, the “Series 2010-6 Supplement”), dated as of April 14, 2022, 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”), JPMORGAN CHASE BANK, N.A., a national banking association, as administrative agent (the “Administrative Agent”), the several banks set forth on Schedule I thereto as Non-Conduit Purchasers (each, a “Non-Conduit Purchaser”), 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 entities set forth on Schedule I thereto as Committed Note Purchasers (each, a “Committed Note 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 2010-6 Noteholders (in such capacity, the “Series 2010-6 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 2010-6 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, any applicable Enhancement Provider and in connection with certain amendments, either the Required Noteholders of a Series of Notes or each affected Noteholder, as applicable;

WHEREAS, pursuant to Section 11.11 of the Series 2010-6 Supplement, (x) the Series 2010-6 Supplement may be amended in accordance with Section 12.2 of the Base Indenture and (y) the requirement contained in Section 12.2 of the Base Indenture for consent by the Required Noteholders to the amendment of the Series 2010-6 Supplement shall be satisfied upon attaining the consent of the Requisite Noteholders;

WHEREAS, the parties desire to amend the Series 2010-6 Supplement to revise the definition of “Bridge Repayment Date” in connection with the existing bridge facility; and

WHEREAS, ABRCF has requested the Trustee, the Series 2010-6 Agent, the Administrator, the Administrative Agent and the Series 2010-6 Noteholders to, and, upon the effectiveness of this Amendment, ABRCF, the Trustee, the Series 2010-6 Agent, the

   

 

Administrator, the Administrative Agent and each Series 2010-6 Noteholder have agreed to, make the amendments described above as set forth herein.

NOW, THEREFORE, it is agreed:

1.                  Amendments. The following definitions are hereby amended and restated as follows, (i) by deleting the text thereof which is lined out and (ii) by inserting the text thereof which is double underlined:

Bridge Repayment Date” means the first Business Day following the earlier of (x) the first Series Closing Date with respect to any Series of Notes (other than Variable Funding Notes) following the Bridge Closing Date and (y) February 28, 2024 (or such later date as agreed to in writing (including by email) among the Bridge Purchaser Groups and ABRCF with notice to the Trustee).

2.                  Direction. By their signatures hereto, each of the undersigned (excluding The Bank of New York Mellon Trust Company, N.A., in its capacity as Trustee and Series 2010-6 Agent) hereby authorize and direct the Trustee and Series 2010-6 Agent to execute this Amendment and take any and all further action necessary or appropriate to give effect to the transaction contemplated hereby.

3.                  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 2010-6 Supplement.

4.                  This Amendment shall become effective on the later of (x) the date hereof and (y) the date on which each of the following shall have occurred: (i) each of ABRCF, the Administrator, the Administrative Agent and each Series 2010-6 Noteholder 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, (iii) each Funding Agent shall have received a letter, in form and substance satisfactory to such Funding Agent, from each of Moody’s, Standard & Poor’s and/or Fitch, as applicable, confirming the commercial paper rating of the related CP Conduit Purchaser after the effectiveness of this Amendment, (iv) all certificates and opinions of counsel required under the Base Indenture or by the Series 2010-6 Noteholders shall have been delivered to the Trustee and the Series 2010-6 Noteholders, as applicable, (v) the Administrative Agent shall have received, to the extent reasonably requested by the Administrative Agent (or by any Funding Agent or Non-Conduit Purchaser through the Administrative Agent) from the Administrator, all documentation and other information about ABRCF and its Affiliates required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, (vi) the amendment, dated as of the date hereof, to the Series 2015-3 Supplement shall have been executed and delivered by the parties thereto and all conditions precedent to the effectiveness thereof shall have been satisfied or waived and (vii) ABRCF shall have delivered a transaction summary, as required to be disclosed pursuant to Article 7 of the EU Securitization Regulation, in final form (such later date, the “Amendment Effective Date”).

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5.                  From and after the Amendment Effective Date, all references to the Series 2010-6 Supplement shall be deemed to be references to the Series 2010-6 Supplement as amended hereby.

6.                  This Amendment may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or electronic mail in a “pdf” file shall be effective as delivery of a manually executed counterpart of this Amendment. The parties agree that this Amendment may be executed and delivered by electronic signatures and that the signatures appearing on this Amendment are the same as handwritten signatures for the purposes of validity, enforceability and admissibility. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Amendment or any document to be signed in connection with this Amendment shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form. Any document accepted, executed or agreed to in conformity with such laws will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto.

7.                  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.

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IN WITNESS WHEREOF, each of the parties hereto have caused this Amendment to be duly executed by their respective duly authorized officers as of the date above first written.

 

  AVIS BUDGET RENTAL CAR FUNDING  
  (AESOP) LLC, as Issuer  
         
         
  By: /s/ David Calabria  
    Name:

David Calabria

 
    Title: Senior Vice President and Treasurer  
     

 

 

 

 

   

 

 

  THE BANK OF NEW YORK MELLON  
  TRUST COMPANY, N.A., as Trustee and  
  Series 2010-6 Agent  
         
         
  By: /s/ Mitchell L. Brumwell  
    Name:

Mitchell L. Brumwell

 
    Title: Vice President  
     

 

 

 

 

   

 

 

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

Catherine V. Frank

 
    Title: Managing Director  
     

 

 

 

 

   

 

 

AGREED, ACKNOWLEDGED AND CONSENTED:    
     
     
LIBERTY STREET FUNDING LLC,    
as a CP Conduit Purchaser under the Series    
2010-6 Supplement    
         
         
By: /s/ Kevin J. Corrigan    
  Name:

Kevin J. Corrigan

   
  Title: Vice President   
     

 

THE BANK OF NOVA SCOTIA,    
as a Funding Agent and an APA Bank under    
the Series 2010-6 Supplement    
         
         
By: /s/ Douglas Noe    
  Name:

Douglas Noe

   
  Title: Managing Director  
     

 

 

 

   

 

 

CAFCO, LLC,    
as a CP Conduit Purchaser under the    
Series 2010-6 Supplement    
         
By:

Citibank, N.A., as

   
 

Attorney-in-fact

   
       
         
By: /s/ Linda Moses    
  Name:

Linda Moses

   
  Title: Attorney in Fact  
     

 

CHARTA,LLC,

   
as a CP Conduit Purchaser under the    
Series 2010-6 Supplement    
         
By: Citibank, N.A., as    
  Attorney-in-fact    
         
By: /s/ Linda Moses    
  Name:

Linda Moses

   
  Title: Attorney in Fact  
     

 

CIESCO, LLC,

   
as a CP Conduit Purchaser under the    
Series 2010-6 Supplement    
         
By: Citibank, N.A., as    
  Attorney-in-fact    
         
By: /s/ Linda Moses    
  Name:

Linda Moses

   
  Title: Attorney in Fact  
     

 

 

   

 

 

CRC FUNDING, LLC,

   
as a CP Conduit Purchaser under the    
Series 2010-6 Supplement    
         
By: Citibank, N.A., as    
  Attorney-in-fact    
         
By: /s/ Linda Moses    
  Name:

Linda Moses

   
  Title: Attorney in Fact  
     

 

CITIBANK, N.A., as

   
an APA Bank under the Series    
2010-6 Supplement    
         
By: /s/ Peter Hext    
  Name:

Peter Hext

   
  Title: Attorney in Fact  
     

 

CITIBANK, N.A.,

   
as a Funding Agent under the Series    
2010-6 Supplement    
         
By: /s/ Peter Hext    
  Name:

Peter Hext

   
  Title: Attorney in Fact  
     

 

 

   

 

 

BARTON CAPITAL S.A.,

   
as a CP Conduit Purchaser under the Series    
2010-6 Supplement    
         
By: /s/ Martin Finan    
  Name:

Martin Finan

   
  Title: Managing Director  
     

 

SOCIETE GENERALE,

   
as a Funding Agent and an APA Bank under    
the Series 2010-6 Supplement    
         
By: /s/ Martin Finan    
  Name:

Martin Finan

   
  Title: Managing Director  
     

 

 

 

   

 

 

CHARIOT FUNDING LLC,

   
as a CP Conduit Purchaser under the Series    
2010-6 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    
2010-6 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 2010-6    
2010-6 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    
2010-6 Supplement    
         
By: Credit Agricole Corporate and Investment Bank, as Attorney-in-fact    
         
By: /s/ David R Núñez    
  Name:

David R Núñez

   
  Title: Director  
       
By: /s/ Michael Ryan  
  Name: Michael Ryan    
  Title: Managing Director    

 

 

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,

   
as a Funding Agent and an APA Bank under the    
Series 2010-6 Supplement    
         
By: /s/ David R Núñez    
  Name:

David R Núñez

   
  Title: Director  
       
By: /s/ Michael Ryan  
  Name: Michael Ryan    
  Title: Managing Director    

 

 

 

   

 

 

Bank of America, National Association,

   
as a Non-Conduit Purchaser under the Series    
2010-6 Supplement    
         
By: /s/ Andrew Estes    
  Name:

Andrew Estes

   
  Title: Director  
       

 

 

 

 

   

 

 

THUNDER BAY FUNDING, LLC,

   
as a CP Conduit Purchaser under the Series    
2010-6 Supplement    
         
By: Royal Bank of Canada, as    
  Attorney-in-fact    
         
By: /s/ Kevin P. Wilson    
  Name:

Kevin P. Wilson

   
  Title: Authorized Signatory  
       

 

ROYAL BANK OF CANADA,

   
as a Funding Agent and an APA Bank under the Series    
2010-6 Supplement    
         
By: /s/ Kevin P. Wilson    
  Name:

Kevin P. Wilson

   
  Title: Authorized Signatory  
       
By: /s/ Irina Snyder  
  Name: Irina Snyder  
  Title: Authorized Signatory  

 

 

 

   

 

 

STARBIRD FUNDING CORPORATION,

   
as a CP Conduit Purchaser under the    
Series 2010-6 Supplement    
         
By: /s/ David V. DeAngelis    
  Name:

David V. DeAngelis

   
  Title: Vice President  
     

 

BNP PARIBAS,

   
as a Funding Agent and an APA Bank under the    
Series 2010-6 Supplement    
         
By: /s/ Steven Parsons    
  Name:

Steven Parsons

   
  Title: Director  
     
By: /s/ Advait Joshi    
  Name: Advait Joshi    
  Title: Director    

 

 

 

   

 

 

BANK OF MONTREAL,

   
as an APA Bank under the Series    
2010-6 Supplement    
         
By: /s/ Benjamin Keskic    
  Name:

Benjamin Keskic

   
  Title: Vice President  
     

 

FAIRWAY FINANCE COMPANY, LLC,

   
as a CP Conduit Purchaser under the    
Series 2010-6 Supplement    
         
By: /s/ Irina Khaimova    
  Name:

Irina Khaimova

   
  Title: Vice President  
     

 

BMO CAPITAL MARKETS CORP.,

   
as Funding Agent under the    
Series 2010-6 Supplement    
         
By: /s/ Matt Peters    
  Name:

Matt Peters

   
  Title: Managing Director  
     

 

 

 

   

 

 

VICTORY RECEIVABLES CORPORATION,

   
as CP Conduit Purchaser under the    
Series 2010-6 Supplement    
         
By: /s/ Kevin J. Corrigan    
  Name:

Kevin J. Corrigan

   
  Title: Vice President  
     

 

MUFG BANK, LTD. F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

   
as Funding Agent under the    
Series 2010-6 Supplement    
         
By: /s/ Brian Chin    
  Name:

Brian Chin

   
  Title: Director  
     

 

MUFG BANK, LTD. F/K/A THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,

   
as an APA Bank under the    
Series 2010-6 Supplement    
         
By: /s/ Brian Chin    
  Name:

Brian Chin

   
  Title: Director  
     

 

 

 

   

 

 

LLOYDS BANK PLC,

   
as a Non-Conduit Purchaser under the    
Series 2010-6 Supplement    
         
By: /s/ Edward Leng    
  Name:

Edward Leng

   
  Title: Director  
     
By: /s/ Diana Turner    
  Name: Diana Turner    
  Title: Director    

 

 

 

 

   

 

 

TRUIST BANK,

   
as a Non-Conduit Purchaser under the Series    
2010-6 Supplement    
         
         
By: /s/ Emily Shields    
  Name:

Emily Shields

   
  Title: Senior Vice President  
     

 

 

 

 

   

 

 

MORGAN STANLEY BANK, N.A.,

   
as a Non-Conduit Purchaser under the Series    
2010-6 Supplement    
         
         
By: /s/ Stephen Marchi    
  Name:

Stephen Marchi

   
  Title: Authorized Signatory  
     

 

 

 

 

   

 

 

VERSAILLES ASSETS LLC,

   
as CP Conduit Purchaser under the    
Series 2010-6 Supplement    
         
By: /s/ David V. DeAngelis    
  Name:

David V. DeAngelis

   
  Title: Vice President  
     

 

NATIXIS, NEW YORK BRANCH,

   
as Funding Agent under the    
Series 2010-6 Supplement    
         
By: /s/ David Bondy    
  Name:

David Bondy

   
  Title: Managing Director  
     
By: /s/ Rafael Doo    
  Name: Rafael Doo    
  Title: Vice President    

 

NATIXIS, NEW YORK BRANCH,

   
as an APA Bank under the    
Series 2010-6 Supplement    
         
By: /s/ David Bondy    
  Name:

David Bondy

   
  Title: Managing Director  
     
By: /s/ Rafael Doo    
  Name: Rafael Doo    
  Title: Vice President    

 

 

 

   

 

 

WELLS FARGO BANK N.A.,

   
as a Non-Conduit Purchaser under the    
Series 2010-6 Supplement    
         
         
By: /s/ Leigh Poltrack    
  Name:

Leigh Poltrack

   
  Title: Director  
     

 

 

 

 

   

 

 

U.S. BANK NATIONAL ASSOCIATION,

   
as a Non-Conduit Purchaser under the    
Series 2010-6 Supplement    
         
         
By: /s/ Pawel Bania    
  Name:

Pawel Bania

   
  Title: Vice President  
     

 

 

 

 

   

 

 

MIZUHO BANK, LTD.,

   
as a Non-Conduit Purchaser under the    
Series 2010-6 Supplement    
         
         
By: /s/ Jeremy Ebrahim    
  Name:

Jeremy Ebrahim

   
  Title: Managing Director  
     

 

 

 

 

   

 

 

AESOP LEASING, L.P.,

   
as a Committed Note Purchaser under the Series    
2010-6 Supplement    
         
         
By: /s/ David Calabria    
  Name:

David Calabria

   
  Title: Senior Vice President and Treasurer  
     

 

 

 

 

   

 

 

AVIS BUDGET CAR RENTAL, LLC,

   
as Administrator    
         
         
By: /s/ David Calabria    
  Name:

David Calabria

   
  Title: Senior Vice President and Treasurer