EX-10.4



 Exhibit 10.4 
 EXTENSION AGREEMENT 
 dated as of February 27, 2013 

among 

ZIPCAR VEHICLE FINANCING LLC, 
 ZIPCAR, INC., 
 as Administrator, Servicer and Lessee 

SHEFFIELD RECEIVABLES CORPORATION, 
 as Conduit Investor 
 and 

BARCLAYS BANK PLC, 
 as Administrative Agent and as Funding Agent 
 and 

SHEFFIELD RECEIVABLES CORPORATION, 
 as Conduit Committed Note Purchaser 







 EXTENSION AGREEMENT 

THIS EXTENSION AGREEMENT (this “Agreement”), dated as of February 27, 2013, is entered into among ZIPCAR VEHICLE
FINANCING LLC, a Delaware limited liability company (“ZVF”), ZIPCAR, INC., a Delaware corporation (“Zipcar”), SHEFFIELD RECEIVABLES CORPORATION, as a Conduit Investor, BARCLAYS BANK PLC, as Administrative Agent and
a Funding Agent and SHEFFIELD RECEIVABLES CORPORATION as a Conduit Committed Note Purchaser. 
 RECITALS:

 A. ZVF, Zipcar, the Conduit Investors, the Committed Note Purchasers, the Funding Agents and the Administrative Agent
have previously entered into that certain Series 2011-1 Note Purchase Agreement, dated as of December 29, 2011 (as extended pursuant to that certain Extension Agreement, dated as of December 27, 2012, among the parties hereto, and as
amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof, the “Note Purchase Agreement”); 
 B. ZVF, as issuer, and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (together with its successors in trust thereunder as provided in the Base Indenture referred to
below, the “Trustee”) and as Securities Intermediary, have previously entered into that certain Amended and Restated Base Indenture, dated as of May 11, 2011 (as the same may be further amended, supplemented, restated or
otherwise modified from time to time in accordance with the terms thereof, the “Base Indenture”), as supplemented by that certain Series 2011-1 Supplement (as amended, supplemented, restated or otherwise modified from time to time
in accordance with the terms thereof, the “Series 2011-1 Supplement”) to the Base Indenture, pursuant to which ZVF issued a Series 2011-1 Variable Funding Car Sharing Asset Backed Note to the Funding Agent for the benefit of the
Conduit Investor and the Committed Note Purchaser (the “Initial Series 2011-1 Notes” and together with any Additional Series 2011- 1 Notes, the “Series 2011-1 Notes”); 

C. Contemporaneously with the execution and delivery of this Agreement, ZVF and the Trustee have entered into the Supplemental Indenture
No. 2 to the Series 2011-1 Supplement, of even date herewith. 
 D. The undersigned desire to extend the Series 2011-1
Commitment Termination Date from February 28, 2013 to December 31, 2013. 

  
 1 








 NOW, THEREFORE, the parties hereto hereby agree as follows: 

1. Definitions. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Note Purchase
Agreement in accordance with Section 1.01 thereof. 
 2. Extension. Pursuant to definition thereof, the Series 2011-1
Commitment Termination Date is hereby extended to December 31, 2013. 
 3. Condition to Effectiveness. The extension
of the Series 2011-1 Commitment Termination Date pursuant to paragraph 2 above shall be subject to the receipt by Barclays Bank PLC of the Extension Fee as defined and set forth in the fee letter of even date herewith. 

4. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors
and assigns. 
 5. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 

6. Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate
counterparts, each of which when executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. 
 [SIGNATURES ON FOLLOWING PAGES] 

  
 2 








 IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed and delivered
as of the day and year first above written. 
  

					
	ZIPCAR VEHICLE FINANCING LLC
		
	By:	 	 /s/ Edward G. Goldfinger

		 	Name:	 	Edward G. Goldfinger
		 	Title:	 	Treasurer
	
	ZIPCAR, INC., as Administrator, Servicer and Lessee
		
	By:	 	 /s/ Edward G. Goldfinger

		 	Name:	 	Edward G. Goldfinger
		 	Title:	 	Chief Financial Officer


 [Extension Agreement (Series 2011-1)] 







  
  

					
	BARCLAYS BANK PLC, as Administrative Agent and Funding Agent
		
	By:	 	 /s/ Cory Wishengrad

		 	Name:	 	Cory Wishengrad
		 	Title:	 	Managing Director
	
	SHEFFIELD RECEIVABLES CORPORATION, as Conduit Purchaser
		
	By:	 	 /s/ Janette Lieu

		 	Name:	 	Janette Lieu
		 	Title:	 	Director
	
	SHEFFIELD RECEIVABLES CORPORATION, as Conduit Committed Note Purchaser
		
	By:	 	 /s/ Janette Lieu

		 	Name:	 	Janette Lieu
		 	Title:	 	Director


 [Extension Agreement (Series 2011-1)]