FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • January 20th, 2006 • Cendant Corp • Real estate agents & managers (for others) • New York
This FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”), dated as of December 23, 2005, amends the Second Amended and Restated Loan Agreement, dated as of June 3, 2004 (the “AESOP I Operating Lease Loan Agreement”), among AESOP LEASING L.P., a Delaware limited partnership (“AESOP Leasing” or the “Borrower”), PV HOLDING CORP., a Delaware corporation (“PVHC”), as a Permitted Nominee of the Borrower, QUARTX FLEET MANAGEMENT, INC., a Delaware corporation (“Quartx”), as a Permitted Nominee of the Borrower, and CENDANT RENTAL CAR FUNDING (AESOP) LLC, a Delaware limited liability company (“CRCF” or the “Lender”). Unless otherwise specified herein, capitalized terms used herein shall have the meanings ascribed to such terms in (i) the Definitions List attached as Schedule I to the Second Amended and Restated Base Indenture, dated as of June 3, 2004, as amended (the “Base Indenture”), between CRCF, as issuer, and The Bank of New York, as trustee (the “Trustee”)
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED MASTER MOTOR VEHICLE OPERATING LEASE AGREEMENTMaster Motor Vehicle Operating Lease Agreement • January 20th, 2006 • Cendant Corp • Real estate agents & managers (for others) • New York
This FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED MASTER MOTOR VEHICLE OPERATING LEASE AGREEMENT (this “Amendment”), dated as of December 23, 2005, amends the Second Amended and Restated Master Motor Vehicle Operating Lease Agreement (the “AESOP I Operating Lease”), dated as of June 3, 2004, by and between AESOP LEASING L.P., a Delaware limited partnership, as lessor (the “Lessor”) and CENDANT CAR RENTAL GROUP, INC., a Delaware corporation (“CCRG”), as lessee (in such capacity, the “Lessee”) and as administrator (in such capacity, the “Administrator”). Unless otherwise specified herein, capitalized terms used herein shall have the meanings ascribed to such terms in (i) the Definitions List attached as Schedule I to the Second Amended and Restated Base Indenture, dated as of June 3, 2004 (as amended to date, the “Base Indenture”), between Cendant Rental Car Funding (AESOP) LLC (“CRCF”), as Issuer, and The Bank of New York, as Trustee, as such Definitions List may from time to time
Section 6.10 Certain Rights of Surety Provider 52 Section 6.11 Surety Provider Deemed Noteholder and Secured Party 52 Section 6.12 Capitalization of CRCF 52 Section 6.13 [RESERVED] 52 Section 6.14 Third Party Beneficiary 52 Section 6.15 Prior Notice...Series Supplement • January 20th, 2006 • Cendant Corp • Real estate agents & managers (for others) • New York
SERIES 2006-1 SUPPLEMENT, dated as of January 19, 2006 (this “Supplement”), among CENDANT RENTAL CAR FUNDING (AESOP) LLC, a special purpose limited liability company established under the laws of Delaware (“CRCF”), THE BANK OF NEW YORK, a New York banking corporation, as trustee (in such capacity, and together with its successors in trust thereunder as provided in the Base Indenture referred to below, the “Trustee”), and THE BANK OF NEW YORK, as agent (in such capacity, the “Series 2006-1 Agent”) for the benefit of the Series 2006-1 Noteholders, each Series 2006-1 Interest Rate Swap Counterparty and the Surety Provider, to the Second Amended and Restated Base Indenture, dated as of June 3, 2004, between CRCF and the Trustee (as amended, modified or supplemented from time to time, exclusive of Supplements creating a new Series of Notes, the “Base Indenture”).
CENDANT RENTAL CAR FUNDING (AESOP) LLC as Issuer and THE BANK OF NEW YORK, as Trustee SUPPLEMENTAL INDENTURE No. 1 Dated as of December 23, 2005 to SECOND AMENDED AND RESTATED BASE INDENTURE Dated as of June 3, 2004 Rental Car Asset Backed Notes...Supplemental Indenture • January 20th, 2006 • Cendant Corp • Real estate agents & managers (for others)
SUPPLEMENTAL INDENTURE No. 1, dated as of December 23, 2005 (“Supplemental Indenture”), to the SECOND AMENDED AND RESTATED BASE INDENTURE, dated as of June 3, 2004, between CENDANT RENTAL CAR FUNDING (AESOP) LLC, a special purpose, limited liability company established under the laws of Delaware, as issuer (“CRCF”), and THE BANK OF NEW YORK, a New York banking corporation, as trustee (in such capacity, the “Trustee”).
