FIRST AMENDMENT TO THE AMENDED AND RESTATED SERIES 2010-6 SUPPLEMENT
Exhibit 10.3
FIRST AMENDMENT TO
THE AMENDED AND RESTATED SERIES 2010-6 SUPPLEMENT
This FIRST AMENDMENT TO THE AMENDED AND RESTATED SERIES 2010-6 SUPPLEMENT (this Amendment), dated as of September 12, 2012, amends the Amended and Restated Series 2010-6 Supplement (the Series 2010-6 Supplement), dated as of October 14, 2011, 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 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 to change the amount of Enhancement with respect to the related Series of Notes with the consent of ABRCF, the Trustee and each affected Noteholder with respect to such Series of Notes;
WHEREAS, pursuant to Section 11.11 of the Series 2010-6 Supplement, such Supplement may be amended in accordance with the terms of the Base Indenture;
WHEREAS, the parties desire to amend the Series 2010-6 Supplement to modify the Moodys Excluded Receivable Amount and certain related definitions; 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;
First Amendment to the A&R Series 2010-6 Supplement
NOW, THEREFORE, it is agreed:
1. Amendment of Definitions. The following defined terms, as set forth in Article I(b) of the Series 2010-6 Supplement, are hereby amended and restated in their entirety as follows:
Series 2010-6 AESOP I Operating Lease Loan Agreement Borrowing Base means, as of any date of determination, the product of (a) the Series 2010-6 AESOP I Operating Lease Vehicle Percentage as of such date and (b) the excess of (i) the AESOP I Operating Lease Loan Agreement Borrowing Base as of such date over (ii) the Moodys Excluded Manufacturer Amount as of such date.
Series 2010-6 Invested Percentage means as of any date of determination:
(a) when used with respect to Principal Collections, the percentage equivalent (which percentage shall never exceed 100%) of a fraction the numerator of which shall be equal to the sum of the Series 2010-6 Invested Amount and the Series 2010-6 Overcollateralization Amount, determined during the Series 2010-6 Revolving Period as of the end of the immediately preceding Business Day, or, during the Series 2010-6 Rapid Amortization Period or the Series 2010-6 Controlled Amortization Period, as of the end of the Series 2010-6 Revolving Period and the denominator of which shall be the greater as of the end of the immediately preceding Business Day of (I) the Aggregate Asset Amount and (II) the sum of the numerators used to determine the invested percentages for allocations with respect to Principal Collections (for all Series of Notes and all classes of such Series of Notes); and
(b) when used with respect to Interest Collections, the percentage equivalent (which percentage shall never exceed 100%) of a fraction the numerator of which shall be the Accrued Amounts with respect to the Series 2010-6 Notes on such date of determination, and the denominator of which shall be the aggregate Accrued Amounts with respect to all Series of Notes on such date of determination.
Series 2010-6 Overcollateralization Amount means the excess, if any, of (x) the sum of (a) the Series 2010-6 AESOP I Operating Lease Loan Agreement Borrowing Base as of such date and (b) the excess, if any, of (1) the AESOP II Loan Agreement Borrowing Base over (2) the AESOP II Moodys Excluded Manufacturer Amount as of such date over (y) the Series 2010-6 Invested Amount as of such date.
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2. Addition of Definitions. The following defined terms are hereby added in their entirety, in appropriate alphabetical order, to Article I(b) of the Series 2010-6 Supplement:
AESOP II Moodys Excluded Manufacturer Amount means, as of any date of determination, an amount equal to the excess, if any, of (x) the sum of the following amounts with respect to each Moodys Non-Investment Grade Manufacturer as of such date: the product of (1) to the extent such amounts are included in the calculation of the AESOP II Loan Agreement Borrowing Base as of such date, all amounts receivable, as of such date, by AESOP Leasing II from such Moodys Non-Investment Grade Manufacturer and (2) the Moodys Excluded Manufacturer Receivable Specified Percentage for such Moodys Non-Investment Grade Manufacturer as of such date over (y) the sum of the following amounts with respect to each Moodys Non-Investment Grade Manufacturer as of such date: the product of (i) the aggregate Net Book Value of any Vehicles subject to a Manufacturer Program from such Manufacturer that have had a Turnback Date but for which (A) AESOP Leasing II or its Permitted Nominee continues to be named as the owner of the Vehicle on the Certificate of Title for such Vehicle and (B) AESOP Leasing II or its agent continues to hold the Certificate of Title for such Vehicle and (ii) the Moodys Turnback Vehicle Specified Percentage for such Moodys Non-Investment Grade Manufacturer as of such date.
Moodys Excluded Manufacturer Amount means, as of any date of determination, an amount equal to the excess, if any, of (x) the sum of the following amounts with respect to each Moodys Non-Investment Grade Manufacturer as of such date: the product of (i) to the extent such amounts are included in the calculation of AESOP I Operating Lease Loan Agreement Borrowing Base as of such date, all amounts receivable as of such date by AESOP Leasing or the Intermediary from such Moodys Non-Investment Grade Manufacturer and (ii) the Moodys Excluded Manufacturer Receivable Specified Percentage for such Moodys Non-Investment Grade Manufacturer as of such date over (y) the sum of the following amounts with respect to each Moodys Non-Investment Grade Manufacturer as of such date: the product of (i) the aggregate Net Book Value of any Vehicles subject to a Manufacturer Program from such Manufacturer that have had a Turnback Date but for which (A) AESOP Leasing or its Permitted Nominee continues to be named as the owner of the Vehicle on the Certificate of Title for such Vehicle and (B) AESOP Leasing or its agent continues to hold the Certificate of Title for such Vehicle and (ii) the Moodys Turnback Vehicle Specified Percentage for such Moodys Non-Investment Grade Manufacturer as of such date.
Moodys Turnback Vehicle Specified Percentage means, as of any date of determination: (i) with respect to each Manufacturer that has a long-term senior unsecured debt rating from Moodys on such date of determination of at least Ba3 but less than Baa3, 65%; (ii) with respect to each Manufacturer that has a long-term senior unsecured debt rating from Moodys on such date of determination of at least B3 but less than Ba3, 25%; and (iii) with respect to each Manufacturer that has a long-term senior unsecured debt rating from Moodys on such date of determination of Caa1 or lower (or is not rated by Moodys on such date of determination), 0%; provided that any Manufacturer
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whose long-term senior unsecured debt rating from Moodys is downgraded after the 2012 Amendment Effective Date shall be deemed to retain its long-term senior unsecured debt rating from Moodys in effect immediately prior to such downgrade until the thirtieth (30th) calendar day following such downgrade.
2012 Amendment Effective Date means September 12, 2012.
3. Deletion of Definitions and Related Amendments. The following defined terms, as set forth in Article I(b) of the Series 2010-6 Supplement, are hereby deleted in their entirety: AESOP II Moodys Excluded Receivable Amount and Moodys Excluded Receivable Amount. The Series 2010-6 Supplement is hereby amended by replacing the terms AESOP II Moodys Excluded Receivable Amount and Moodys Excluded Receivable Amount in each other instance in which they appear therein with AESOP II Moodys Excluded Manufacturer Amount and Moodys Excluded Manufacturer Amount, respectively.
4. 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.
5. 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.
6. This Amendment shall become effective on the date (the 2012 Amendment Effective Date) that is the later of (a) the date hereof or (b) the first date on which each of the following 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) if requested by any CP Conduit Purchaser, Standard & Poors shall have confirmed that this Amendment shall not result in a withdrawal or downgrade of the rating of the Commercial Paper issued by any such CP Conduit Purchaser whose Commercial Paper is rated by Standard & Poors on the 2012 Amendment Effective Date; provided that any CP Conduit whose Commercial Paper is rated by Standard & Poors on the 2012 Amendment Effective Date that does not request such confirmation shall, by its execution hereof, waive solely with respect to this Amendment the requirement under Section 11.11 of the Series 2010-6 Supplement that Standard & Poors confirm that this Amendment will not result in a withdrawal or downgrade of the rating of such Commercial Paper and (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.
7. From and after the 2012 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.
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8. 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.
9. 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, 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/ Rochelle Tarlowe | |||
Name: | Rochelle Tarlowe | |||
Title: | Vice President and Treasurer |
First Amendment to the A&R Series 2010-6 Supplement
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and Series 2010-6 Agent | ||||
By: | /s/ Robert Castle | |||
Name: | Robert Castle | |||
Title: | Vice President |
First Amendment to the A&R Series 2010-6 Supplement
JPMORGAN CHASE BANK, N.A., as Administrative Agent | ||||
By: | /s/ Adam Klimek | |||
Name: | Adam Klimek | |||
Title: | Executive Director |
First Amendment to the A&R Series 2010-6 Supplement
AGREED, ACKNOWLEDGED AND CONSENTED: | ||||||
SALISBURY RECEIVABLES COMPANY LLC, as a CP Conduit Purchaser under the Series 2010-6 Supplement | ||||||
By: | Barclays Bank PLC | |||||
as Attorney-in-Fact | ||||||
By: | /s/ David Mira | |||||
Name: | David Mira | |||||
Title: | Director | |||||
BARCLAYS BANK PLC, as a Funding Agent and an APA Bank under the Series 2010-6 Supplement | ||||||
By: | /s/ Jamie Pratt | |||||
Name: | Jamie Pratt | |||||
Title: | Director | |||||
By: |
| |||||
Name: | ||||||
Title: |
First Amendment to the A&R Series 2010-6 Supplement
LIBERTY STREET FUNDING LLC, as a CP Conduit Purchaser under the Series 2010-6 Supplement | ||||
By: | /s/ Jill. A Russo | |||
Name: | Jill A. Russo | |||
Title: | Vice President | |||
THE BANK OF NOVA SCOTIA, as a Funding Agent and an APA Bank under the Series 2010-6 Supplement | ||||
By: | /s/ Darren Ward | |||
Name: | Darren Ward | |||
Title: | Director |
First Amendment to the A&R Series 2010-6 Supplement
CHARTA, LLC (as successor to Charta Corporation), as a CP Conduit Purchaser under the Series 2010-6 Supplement | ||||
By: | Citibank, N.A., as Attorney-in-fact | |||
By: | /s/ Karrie B. Truglia | |||
Name: | Karrie B. Truglia | |||
Title: | Vice President | |||
CITIBANK, N.A., as an APA Bank under the Series 2010-6 Supplement | ||||
By: | /s/ Karrie B. Truglia | |||
Name: | Karrie B. Truglia | |||
Title: | Vice President | |||
CITIBANK, N.A., as a Funding Agent under the Series 2010-6 Supplement | ||||
By: | /s/ Karrie B. Truglia | |||
Name: | Karrie B. Truglia | |||
Title: | Vice President |
First Amendment to the A&R Series 2010-6 Supplement
CHARIOT FUNDING LLC (as successor by merger to Falcon Asset Securitization Company LLC), as a CP Conduit Purchaser under the Series 2010-6 Supplement | ||||
By: | /s/ Adam Klimek | |||
Name: | Adam Klimek | |||
Title: | Executive Director | |||
JPMORGAN CHASE BANK, N.A. as a Funding Agent under the Series 2010-6 Supplement | ||||
By: | /s/ Adam Klimek | |||
Name: | Adam Klimek | |||
Title: | Executive Director | |||
JPMORGAN CHASE BANK, N.A. as an APA Bank under the Series 2010-6 Supplement | ||||
By: | /s/ Adam Klimek | |||
Name: | Adam Klimek | |||
Title: | Executive Director |
First Amendment to the A&R Series 2010-6 Supplement
DEUTSCHE BANK TRUST COMPANY AMERICAS, as a Non-Conduit Purchaser under the Series 2010-6 Supplement | ||||
By: | /s/ Ian Salters | |||
Name: | Ian Salters | |||
Title: | Director | |||
By: | /s/ Jay Steiner | |||
Name: | Jay Steiner | |||
Title: | Managing Director |
First Amendment to the A&R Series 2010-6 Supplement
ATLANTIC ASSET SECURITIZATION LLC, as a CP Conduit Purchaser under the Series 2010-6 Supplement | ||||
By: | /s/ Sam Pilcer | |||
Name: | Sam Pilcer | |||
Title: | Managing Director | |||
By: | /s/ Richard McBride | |||
Name: | Richard McBride | |||
Title: | Director | |||
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Funding Agent and an APA Bank under the Series 2010-6 Supplement | ||||
By: | /s/ Sam Pilcer | |||
Name: | Sam Pilcer | |||
Title: | Managing Director | |||
By: | /s/ Richard McBride | |||
Name: | Richard McBride | |||
Title: | Director |
First Amendment to the A&R Series 2010-6 Supplement
THE ROYAL BANK OF SCOTLAND PLC, as a Non-Conduit Purchaser under the Series 2010-6 Supplement | ||||
by: RBS Securities Inc., as agent | ||||
By: | /s/ David J. Denofrio | |||
Name: | David J. Denofrio | |||
Title: | Director |
First Amendment to the A&R Series 2010-6 Supplement
BANK OF AMERICA, NATIONAL ASSOCIATION, as a Non-Conduit Purchaser under the Series 2010-6 Supplement | ||||
By: | /s/ Jeremy Grubb | |||
Name: | Jeremy Grubb | |||
Title: | Vice President |
First Amendment to the A&R Series 2010-6 Supplement
ROYAL BANK OF CANADA, as a Non-Conduit Purchaser under the Series 2010-6 Supplement | ||||
By: | /s/ Angela Nimoh-Etsiakoh | |||
Name: | Angela Nimoh-Etsiakoh | |||
Title: | Authorized Signatory | |||
By: | /s/ Thomas C. Dean | |||
Name: | Thomas C. Dean | |||
Title: | Authorized Signatory |
First Amendment to the A&R Series 2010-6 Supplement
VERSAILLES ASSETS LLC, as a CP Conduit Purchaser and an APA Bank under the Series 2010-6 Supplement | ||||
by: Global Securitization Services, LLC, its Manager | ||||
By: | /s/ David V. DeAngelis | |||
Name: | David V. DeAngelis | |||
Title: | Vice President | |||
NATIXIS, NEW YORK BRANCH, as a Funding Agent under the Series 2010-6 Supplement | ||||
By: | /s/ Henry J. Sandlass | |||
Name: | Henry J. Sandlass | |||
Title: | Managing Director | |||
By: | /s/ Michael E. Hopson | |||
Name: | Michael E. Hopson | |||
Title: | Managing Director |
First Amendment to the A&R Series 2010-6 Supplement
AVIS BUDGET CAR RENTAL, LLC, as Administrator | ||||
By: | /s/ Rochelle Tarlowe | |||
Name: | Rochelle Tarlowe | |||
Title: | Vice President and Treasurer |
First Amendment to the A&R Series 2010-6 Supplement