EXHIBIT 10.5

 

Execution Version

 

FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT

This FIFTH AMENDMENT (this “Amendment”), dated as of September 21, 2026, amends the Amended and Restated Loan Agreement, dated as of June 3, 2004 (as amended to date, the “AESOP I Finance Lease Loan Agreement”), between AESOP LEASING L.P., a Delaware limited partnership (“AESOP Leasing” or the “Borrower”), and AVIS BUDGET RENTAL CAR FUNDING (AESOP) LLC (formerly known as Cendant Rental Car Funding (AESOP) LLC), a Delaware limited liability company (“ABRCF” 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 to date, the “Base Indenture”), between ABRCF, as issuer, and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to The Bank of New York), as trustee (the “Trustee”), as such Definitions List may from time to time be amended in accordance with the terms of the Base Indenture, or (ii) the AESOP I Finance Lease Loan Agreement, as applicable.

W I T N E S S E T H:

WHEREAS, pursuant to Section 13.1 of the AESOP I Finance Lease Loan Agreement, the AESOP I Finance Lease Loan Agreement may be amended with an agreement in writing signed by the Lender and AESOP Leasing and consented to in writing by the Trustee, and with satisfaction of the Rating Agency Consent Condition;

WHEREAS, pursuant to Section 12.2 of the Base Indenture, the AESOP I Finance Lease Loan Agreement may be amended with the written consent of ABRCF, the Trustee, any applicable Enhancement Provider, the Requisite Investors or each affected Noteholder, as applicable;

WHEREAS, to the extent required pursuant to Section 12.2 of the Base Indenture, ABRCF has received the consent of each applicable Enhancement Provider, the Requisite Investors or each affected Noteholder, as applicable, in connection with the execution of this Amendment;

WHEREAS, ABRCF has requested the Trustee and each applicable Enhancement Provider to consent, and the Trustee and each applicable Enhancement Provider have consented, to the amendment of certain provisions of the AESOP I Finance Lease Loan Agreement as set forth herein;

WHEREAS, on the date hereof, the Rating Agency Consent Condition will be satisfied; and

WHEREAS, ABRCF has duly authorized the execution and delivery of this Amendment.

NOW THEREFORE, for and in consideration of the premises, and other good and valuable consideration the receipt and sufficiency of which are acknowledged, it is mutually covenanted and agreed, that the AESOP I Finance Lease Loan Agreement be amended and supplemented as follows:

   

 

1.                  Section 8.18(b) of the AESOP I Finance Lease Loan Agreement is hereby amended by (i) deleting the stricken text (indicated in the same manner as the following example: stricken text) and (ii) adding the inserted text (indicated in the same manner as the following example: inserted text) as set forth below.

The Borrower has caused the filing of all appropriate financing statements in the appropriate jurisdictions under the applicable law in order to perfect the security interest in the AESOP I Finance Lease Loan Collateral that constitute “accounts,” “chattel paper” and “general intangibles” under the UCC granted to the Trustee. The Borrower has caused each Certificate of Title for every Vehicle (other than Certificates of Title with respect to certain other Vehicles titled in the States of Nebraska, Ohio and Oklahomato the extent set forth in a Supplement) to show the Trustee as the sole lienholder on such Certificate of Title. The Borrower has taken all steps necessary to perfect its security interest against the Lessees under the Finance Lease. The original copy of the Finance Lease (Counterpart No. 1) has been delivered to the Trustee.

 

2.                  Section 9.3 of the AESOP I Finance Lease Loan Agreement is hereby amended by adding the inserted text (indicated in the same manner as the following example: inserted text) as set forth below.

AESOP Leasing will obtain and maintain, or cause to be obtained and maintained, with respect to all Vehicles leased under the Finance Lease (i) vehicle liability insurance to the full extent required by law and in any event not less than $500,000 per Person and $1,000,000 per occurrence, (ii) property damage insurance with a limit of $1,000,000 per occurrence and (iii) excess coverage public liability insurance with a limit of not less than $50,000,000 or the limit maintained from time to time by the Lessees at any time hereafter, whichever is greater, with respect to all passenger cars, trucks and vans comprising the Lessees’ rental fleet. The Lender acknowledges and agrees that AESOP Leasing may, to the extent permitted by applicable law, allow any of the Lessees to self-insure with respect to the Vehicles leased under the Finance Lease for the first $1,000,000 per occurrence, or a greater amount up to a maximum of $3,000,000, with the consent of each Enhancement Provider, per occurrence, of vehicle liability and property damage insurance which is otherwise required to be insured hereunder. All such policies shall be from financially sound and reputable insurers, shall name the Lender, Original AESOP, PVHC, Quartx and the Trustee as additional insured parties and, in the case of catastrophic physical damage insurance on such Vehicles, shall name the Trustee as loss payee as its interest may appear and will provide that the Lender and the Trustee shall receive at least ten (10) days’ prior written notice of cancellation of such policies. AESOP Leasing will notify promptly the Lender and the Trustee of any curtailment or cancellation of any Lessee’s right to self-insure in any jurisdiction.

 

3.                  Section 9.9 of the AESOP I Finance Lease Loan Agreement is hereby amended by adding the inserted text (indicated in the same manner as the following example: inserted text) as set forth below.

AESOP Leasing will do all things necessary to continue to be readily distinguishable from ABRCF, Original AESOP, AESOP Leasing II, ABCR, any Permitted Sublessee, the

   

 

Affiliates of the foregoing or any other affiliated or unaffiliated entity and to maintain its existence as a limited partnership separate and apart from that of Original AESOP, AESOP Leasing II, ABCR, any Permitted Sublessee, ABRCF and Affiliates of the foregoing including, without limitation:

(i)practicing and adhering to organizational formalities, such as maintaining appropriate books and records;
(ii)observing all organizational formalities in connection with all dealings between itself and ABRCF, AESOP Leasing II, Original AESOP, ABCR, any Permitted Sublessee, the Affiliates of the foregoing or any other affiliated or unaffiliated entity;
(iii)observing all procedures required by its certificate of limited partnership, its limited partnership agreement and the laws of the State of Delaware;
(iv)acting solely in its name and through its duly authorized officers or agents in the conduct of its businesses;
(v)managing its business and affairs by or under the direction of its general partner;
(vi)ensuring that its general partner duly authorizes all of its actions;
(vii)ensuring the receipt of proper authorization, when necessary, from its limited partner(s) for its actions;
(viii)requiring its general partner to maintain at least two corporate directors who are Independent Directors;
(ix)owning or leasing (including through shared arrangements with Affiliates) all office furniture and equipment necessary to operate its business;
(x)not (A) having or incurring any debt or obligations to any of AESOP Leasing II, Original AESOP, ABCR, any Permitted Sublessee, ABRCF, the Affiliates of the foregoing or any other affiliated or unaffiliated entity, except for, the obligations to ABRCF under the AESOP I Loan Agreements or other obligations incurred on an arm’s-length basis and permitted under the Related Documents; (B) other than as provided in the Related Documents, guaranteeing or otherwise becoming liable for any obligations of AESOP Leasing II, Original AESOP, ABCR, any Permitted Sublessee, ABRCF or any Affiliates of the foregoing; (C) having obligations guaranteed by AESOP Leasing II, Original AESOP, ABCR, any Permitted Sublessee, ABRCF or any Affiliates of the foregoing; (D) holding itself out as responsible for debts of AESOP Leasing II, Original
   

 

AESOP, ABCR, any Permitted Sublessee, ABRCF or any Affiliates of the foregoing or for decisions or actions with respect to the affairs of AESOP Leasing II, Original AESOP, ABCR, any Permitted Sublessee, ABRCF or any Affiliates of the foregoing; (E) failing to correct any known misrepresentation with respect to the statement in clause (C); (F) operating or purporting to operate as an integrated, single economic unit with respect to AESOP Leasing II, Original AESOP, ABCR, any Permitted Sublessee, ABRCF, the Affiliates of the foregoing or any other affiliated or unaffiliated entity; (G) seeking to obtain credit or incur any obligation to any third party based upon the assets of AESOP Leasing II, Original AESOP, ABCR, any Permitted Sublessee, ABRCF, the Affiliates of the foregoing or any other affiliated or unaffiliated entity; (H) inducing any such third party to reasonably rely on the creditworthiness of AESOP Leasing II, Original AESOP, ABCR, any Permitted Sublessee, ABRCF, the Affiliates of the foregoing or any other affiliated or unaffiliated entity; and (I) being directly or indirectly named as a direct or contingent beneficiary or loss payee on any insurance policy of AESOP Leasing II, Original AESOP, ABCR, any Permitted Sublessee, ABRCF or any Affiliates of the foregoing other than as required by the Related Documents with respect to insurance on the Vehicles;

(xi)other than as provided in the Related Documents, maintaining its deposit and other bank accounts and all of its assets separate from those of any other Person;
(xii)maintaining its financial records separate and apart from those of any other Person;
(xiii)disclosing in its annual financial statements the effects of the transactions contemplated by the Related Documents in accordance with GAAP applied on a consistent basis;
(xiv)setting forth clearly in its financial statements its separate assets and liabilities and the fact that the Vehicles leased under the AESOP I Operating Lease are owned by AESOP Leasing;
(xv)not suggesting in any way, within its financial statements, that its assets are available to pay the claims of creditors of AESOP Leasing II, Original AESOP, ABCR, any Permitted Sublessee, ABRCF, the Affiliates of the foregoing or any other affiliated or unaffiliated entity;
(xvi)compensating all its employees, officers, consultants and agents for services provided to it by such Persons out of its own funds;
   

 

(xvii)maintaining office space separate and apart from that of AESOP Leasing II, Original AESOP, ABCR, any Permitted Sublessee, ABRCF or any Affiliates of the foregoing (even if such office space is subleased from or is on or near premises occupied by AESOP Leasing II, Original AESOP, ABCR, any Permitted Sublessee, ABRCF or any Affiliates of the foregoing) and a telephone number separate and apart from that of AESOP Leasing II, Original AESOP, ABCR, any Permitted Sublessee, ABRCF or any Affiliates of the foregoing;
(xviii)conducting all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements, and applications solely in its own name;
(xix)having separate stationery from AESOP Leasing II, Original AESOP, ABCR, any Permitted Sublessee, ABRCF, the Affiliates of the foregoing or any other affiliated or unaffiliated entity;
(xx)accounting for and managing all of its liabilities separately from those of AESOP Leasing II, Original AESOP, ABCR, any Permitted Sublessee, ABRCF or any Affiliates of the foregoing;
(xxi)allocating, on an arm’s-length basis, all shared operating services, leases and expenses, including, without limitation, those associated with the services of shared consultants and agents and shared computer and other office equipment and software; and otherwise maintaining an arm’s-length relationship with each of AESOP Leasing II, Original AESOP, ABCR, any Permitted Sublessee, ABRCF, the Affiliates of the foregoing or any other affiliated or unaffiliated entity;
(xxii)refraining from filing or otherwise initiating or supporting the filing of a motion in any bankruptcy or other insolvency proceeding involving AESOP Leasing II, Original AESOP, ABRCF, AESOP Leasing, ABCR, any Permitted Sublessee or any Affiliate of ABCR, to substantively consolidate AESOP Leasing II, Original AESOP, ABRCF or AESOP Leasing with ABCR, any Permitted Sublessee or any Affiliate of ABCR;
(xxiii)remaining solvent and assuring adequate capitalization for the business in which it is engaged; and
(xxiv)conducting all of its business (whether written or oral) solely in its own name so as not to mislead others as to the identity of each of AESOP Leasing II, Original AESOP, AESOP Leasing, ABCR, any Permitted Sublessee, ABRCF and the Affiliates of the foregoing or any other affiliated or unaffiliated entity.
   

 

AESOP Leasing acknowledges its receipt of a copy of those certain opinion letters issued by White & Case LLP dated the date hereof addressing the issue of substantive consolidation as they may relate to ABCR and each Affiliate of ABCR on the one hand and any of AESOP Leasing II, Original AESOP, ABRCF and AESOP Leasing on the other hand and as among AESOP Leasing II, Original AESOP, AESOP Leasing and ABRCF. AESOP Leasing hereby agrees to maintain in place all policies and procedures, and take and continue to take all action, described in the factual assumptions set forth in such opinion letters and relating to it.

 

4.                  Section 10.14 of the AESOP I Finance Lease Loan Agreement is hereby amended by (i) deleting the stricken text (indicated in the same manner as the following example: stricken text) and (ii) adding the inserted text (indicated in the same manner as the following example: inserted text) as set forth below.

Permit at any time the age of any Non-Program Vehicle leased under the Finance Lease, calculated from the date of the original manufacturer invoice for such Vehicle, to exceed forty-eighteighty-four (4884) months (or ninety-six (96) months for trucks).

 

5.                  Section 12.1.3 of the AESOP I Finance Lease Loan Agreement is hereby amended by adding the inserted text (indicated in the same manner as the following example: inserted text) as set forth below.

The occurrence of an Event of Bankruptcy with respect to any Lessee, AESOP Leasing, Original AESOP, the Intermediary, any Permitted Sublessee (other than a Third-Party Permitted Sublessee) or any Permitted Nominee under any Franchisee Nominee Agreement.

 

6.                  Section 13.1 of the AESOP I Finance Lease Loan Agreement is hereby amended by adding the inserted text (indicated in the same manner as the following example: inserted text) as set forth below.

No delay on the part of the Lender or the holder of the Loan Note or other Liabilities in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or the Loan Note shall in any event be effective unless (i) the same shall be in writing and signed and delivered by the Lender and AESOP Leasing and consented to in writing by the Trustee and (ii) the Rating Agency Consent Condition shall have been satisfied; provided that any amendment or modification of the Loan Note need only be signed by AESOP Leasing; provided, further, that no consent of the Trustee or any Noteholder shall be required and no satisfaction of the Rating Agency Consent Condition shall be required in connection with any amendments, modifications or changes the Lender and Borrower deem necessary or advisable in order to terminate the Master Exchange Agreement, the Escrow Agreement and LKE Program and to remove all references to the Master Exchange Agreement, the Escrow Agreement and LKE Program from this Agreement and the Related Documents.

   

 

 

7.                  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 AESOP I Finance Lease Loan Agreement.

8.                  This Amendment shall become effective as of the date (the “Amendment Effective Date”) on which each of the following has occurred: (i) each of the parties hereto shall have executed and delivered this Amendment to the Trustee, (ii) the Rating Agency Consent Condition shall have been satisfied with respect to this Amendment, (iii) the Requisite Investors, each affected Noteholder, as applicable, the Trustee, the Lender and, for any applicable Series of Notes, each applicable Enhancement Provider, shall have consented hereto and (iv) ABRCF shall have obtained a true lease opinion from nationally recognized counsel reflecting the revised lease term of the Vehicles.

9.                  From and after the Amendment Effective Date, all references to the AESOP I Finance Lease Loan Agreement shall be deemed to be references to the AESOP I Finance Lease Loan Agreement as amended hereby.

10.              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.

11.              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.

   

 

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.

 

  AESOP LEASING L.P.  
         
  By: AESOP LEASING CORP.,  
    its general partner  
         
  By: /s/ David Calabria  
    Name: David Calabria  
    Title: President and Treasurer  

 

 

  AVIS BUDGET RENTAL CAR FUNDING  
      (AESOP) LLC  
     
  By: /s/ David Calabria  
    Name: David Calabria  
    Title: President and Treasurer  

 

 

 

Signature Page to Fifth Amendment to AESOP I Finance Lease Loan Agreement

   

 

 

Acknowledged and Consented To:

 

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

as Trustee

         
By: /s/ Vanissa Davis    
  Name: Vanissa Davis    
  Title: Vice President    

 

 

 

 

 

 

Signature Page to Fifth Amendment to AESOP I Finance Lease Loan Agreement