AMENDED AND RESTATED CREDIT AGREEMENT among AVIS BUDGET HOLDINGS, LLC, AVIS BUDGET CAR RENTAL, LLC, as Borrower, The Subsidiary Borrowers from Time to Time Parties Hereto, The Several Lenders from Time to Time Parties Hereto, JPMORGAN CHASE BANK,...Credit Agreement • May 6th, 2011 • Avis Budget Group, Inc. • Services-auto rental & leasing (no drivers) • New York
Page SECTION 1. DEFINITIONS 1 1.1 Defined Terms 1 1.2 Other Definitional Provisions 29 SECTION 2. AMOUNT AND TERMS OF COMMITMENTS 30 2.1 Term Commitments 30 2.2 Procedure for Term Loan Borrowing 30 2.3 Repayment of Term Loans 30 2.4 Revolving Commitments 30 2.5 Procedure for Revolving Loan Borrowing 31 2.6 Swingline Commitment 31 2.7 Procedure for Swingline Borrowing; Refunding of Swingline Loans 32 2.8 Commitment Fees, etc. 33 2.9 Termination or Reduction of Revolving Commitments 33 2.10 Optional Prepayments 34 2.11 Mandatory Prepayments 34 2.12 Conversion and Continuation Options 34 2.13 Limitations on Eurocurrency Tranches 35 2.14 Interest Rates and Payment Dates 35 2.15 Computation of Interest and Fees 36 2.16 Inability to Determine Interest Rate 36 2.17 Pro Rata Treatment and Payments 36 2.18 Requirements of Law 38 2.19 Taxes 39 2.20 Indemnity 41 2.21 Change of Lending Office 42 2.22 Replacement of Lenders 42 2.23 Incremental Facilities 42 2.24 Prepayments Required Due to Currency
AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT made by AVIS BUDGET HOLDINGS, LLC, AVIS BUDGET CAR RENTAL, LLC and certain of its Subsidiaries in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of May 3, 2011Guarantee and Collateral Agreement • May 6th, 2011 • Avis Budget Group, Inc. • Services-auto rental & leasing (no drivers) • New York
AMENDED AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT, dated as of May 3, 2011 (the “Effective Date”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors”), in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) for the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the Amended and Restated Credit Agreement, dated as of May 3, 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among AVIS BUDGET HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), AVIS BUDGET CAR RENTAL, LLC, a Delaware limited liability company (the “Borrower”), the Subsidiary Borrowers (as defined in the Credit Agreement) from time to time parties hereto, the several banks and other financial institutions or entities from time to time parties hereto (the “Lenders”), DEUTSC
AVIS BUDGET RENTAL CAR FUNDING (AESOP) LLC, as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and Series 2011-3 Agent SERIES 2011-3 SUPPLEMENT dated as of May 3, 2011 to SECOND AMENDED AND RESTATED BASE INDENTURE dated as of...Series Supplement • May 6th, 2011 • Avis Budget Group, Inc. • Services-auto rental & leasing (no drivers) • New York
SERIES 2011-3 SUPPLEMENT, dated as of May 3, 2011 (this “Supplement”), among AVIS BUDGET RENTAL CAR FUNDING (AESOP) LLC, a special purpose limited liability company established under the laws of Delaware (“ABRCF”), THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (formerly known as The Bank of New York), a limited purpose national banking association with trust powers, 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 MELLON TRUST COMPANY, N.A. (formerly known as The Bank of New York), as agent (in such capacity, the “Series 2011-3 Agent”) for the benefit of the Series 2011-3 Noteholders, 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”).
AVIS BUDGET RENTAL CAR FUNDING (AESOP) LLC, as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and Series 2011-1 Agent SERIES 2011-1 SUPPLEMENT dated as of May 3, 2011 to SECOND AMENDED AND RESTATED BASE INDENTURE dated as of...Series Supplement • May 6th, 2011 • Avis Budget Group, Inc. • Services-auto rental & leasing (no drivers) • New York
Page ARTICLE I DEFINITIONS 2 ARTICLE II SERIES 2011-1 ALLOCATIONS 23 Section 2.1. Establishment of Series 2011-1 Collection Account, Series 2011-1 Excess Collection Account and Series 2011-1 Accrued Interest Account 23 Section 2.2. Allocations with Respect to the Series 2011-1 Notes 23 Section 2.3. Payments to Noteholders 27 Section 2.4. Payment of Note Interest 30 Section 2.5. Payment of Note Principal 30 Section 2.6. Administrator’s Failure to Instruct the Trustee to Make a Deposit or Payment 34 Section 2.7. Series 2011-1 Reserve Account 35 Section 2.8. Series 2011-1 Letters of Credit and Series 2011-1 Cash Collateral Account 36 Section 2.9. Series 2011-1 Distribution Account 41 Section 2.10. Series 2011-1 Accounts Permitted Investments 42 Section 2.11. Series 2011-1 Demand Notes Constitute Additional Collateral for Series 2011-1 Notes 43 Section 2.12. Subordination of the Class B Notes and Class C Notes 43 ARTICLE III AMORTIZATION EVENTS 44 ARTICLE IV FORM OF SERIES 2011-1 NOTES 45
AVIS BUDGET RENTAL CAR FUNDING (AESOP) LLC, as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and Series 2011-2 Agent SERIES 2011-2 SUPPLEMENT dated as of May 3, 2011 to SECOND AMENDED AND RESTATED BASE INDENTURE dated as of...Series Supplement • May 6th, 2011 • Avis Budget Group, Inc. • Services-auto rental & leasing (no drivers) • New York
Page ARTICLE I DEFINITIONS 2 ARTICLE II SERIES 2011-2 ALLOCATIONS 22 Section 2.1. Establishment of Series 2011-2 Collection Account, Series 2011-2 Excess Collection Account and Series 2011-2 Accrued Interest Account Section 2.2. Allocations with Respect to the Series 2011-2 Notes 22 Section 2.3. Payments to Noteholders 23 Section 2.4. Payment of Note Interest 27 Section 2.5. Payment of Note Principal 29 Section 2.6. Administrator’s Failure to Instruct the Trustee to Make a Deposit or Payment 30 Section 2.7. Series 2011-2 Reserve Account 34 Section 2.8. Series 2011-2 Letters of Credit and Series 2011-2 Cash Collateral Account 34 Section 2.9. Series 2011-2 Distribution Account 36 Section 2.10. Series 2011-2 Accounts Permitted Investments 40 Section 2.11. Series 2011-2 Demand Notes Constitute Additional Collateral for Series 2011-2 Notes 42 Section 2.12. Subordination of the Class B Notes and Class C Notes 42 ARTICLE III AMORTIZATION EVENTS 43 ARTICLE IV FORM OF SERIES 2011-2 NOTES 44 Sec
