SERIES 2011-1 NOTE PURCHASE AGREEMENT (SERIES 2011-1 VARIABLE FUNDING CAR SHARING ASSET BACKED NOTES) dated as of December 29, 2011, among ZIPCAR VEHICLE FINANCING LLC, ZIPCAR, INC., as Administrator, Servicer and Lessee CERTAIN CONDUIT INVESTORS,...Note Purchase Agreement • March 9th, 2012 • Zipcar Inc • Services-auto rental & leasing (no drivers) • New York
THIS SERIES 2011-1 NOTE PURCHASE AGREEMENT, dated as of December 29, 2011 (as amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is made among ZIPCAR VEHICLE FINANCING LLC, a Delaware limited liability company (“ZVF”), ZIPCAR, INC., a Delaware corporation (“Zipcar”), the several commercial paper conduits listed on Schedule I and their respective permitted successors and assigns, the several financial institutions that serve as committed note purchasers set forth on Schedule I hereto and the other financial institutions parties hereto pursuant to Section 9.17, the financial institution set forth opposite the name of each Conduit Investor or Non-Conduit Committed Note Purchaser on Schedule I hereto and its permitted successor and assign (the “Funding Agent” with respect to such Investor Group) and BARCLAYS BANK PLC, in its capacity as administrative agent for the Conduit Investors, the Committed Note Purchasers
ContractSupplemental Indenture • March 9th, 2012 • Zipcar Inc • Services-auto rental & leasing (no drivers) • New York
SUPPLEMENTAL INDENTURE NO. 1 (this “Supplemental Indenture”), dated as of February 13, 2012, between Zipcar Vehicle Financing LLC (“ZVF”) and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the “Trustee”) to the Amended and Restated Series 2010-1 Supplement, dated as of May 11, 2011 (as amended, modified, restated or supplemented from time to time, the “Series 2010-1 Supplement”), between ZVF and the Trustee, to the Amended and Restated Base Indenture, dated as of May 11, 2011, between ZVF and the Trustee (as amended, modified or supplemented as of the date hereof, exclusive of Series Supplements, the “Base Indenture”).
ContractSupplemental Indenture • March 9th, 2012 • Zipcar Inc • Services-auto rental & leasing (no drivers) • New York
SUPPLEMENTAL INDENTURE NO. 1 (this “Supplemental Indenture”), dated as of February 13, 2012, between Zipcar Vehicle Financing LLC (“ZVF”) and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the “Trustee”) to the Series 2011-1 Supplement, dated as of December 29, 2011 (as amended, modified, restated or supplemented from time to time, the “Series 2011-1 Supplement”), between ZVF and the Trustee, to the Amended and Restated Base Indenture, dated as of May 11, 2011, between ZVF and the Trustee (as amended, modified or supplemented as of the date hereof, exclusive of Series Supplements, the “Base Indenture”).
