EX-10.2



 Exhibit 10.2 
 EXTENSION AGREEMENT 
 dated as of February 27, 2013 

among 

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

ATLANTIC ASSET SECURITIZATION LLC, 
 as Conduit Investor 
 and 

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, 
 as Administrative Agent, Funding Agent and 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”), ATLANTIC ASSET SECURITIZATION LLC, as a Conduit Investor, and CREDIT AGRICOLE CORPORATE AND INVESTMENT
BANK, as Administrative Agent, a Funding Agent and a 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 Amended and Restated Series 2010-1 Note Purchase Agreement, dated as of May 11, 2011 (as extended pursuant to that certain Extension Agreement, dated as of May 9, 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 Second Amended and Restated Series 2010-1 Supplement (as amended, supplemented, restated or otherwise
modified from time to time in accordance with the terms thereof, the “Series 2010-1 Supplement”) to the Base Indenture, pursuant to which ZVF issued a Series 2010-1 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 2010-1 Notes” and together with any Additional Series 2010-1 Notes, the “Series 2010-1 Notes”); 

C. Contemporaneously with the execution and delivery of this Agreement, ZVF and the Trustee have entered into the Supplemental Indenture
No. 1 to the Series 2010-1 Supplement, of even date herewith. 
 D. The undersigned desire to extend the Series 2010-1
Commitment Termination Date from May 8, 2013 to December 31, 2013. 

  
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 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
2010-1 Commitment Termination Date is hereby extended to December 31, 2013. 
 3. Condition to Effectiveness. The
extension of the Series 2010-1 Commitment Termination Date pursuant to paragraph 2 above shall be subject to the receipt by Credit Agricole Corporate And Investment Bank 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] 

  
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 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
	
	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Administrative Agent, Funding Agent and Committed Note Purchaser
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	


 [Extension Agreement (Series 2010-1)] 







 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:	 	  

		 	Name:	 	
		 	Title:	 	
	
	ZIPCAR, INC., as Administrator, Servicer and Lessee
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	
	
	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Administrative Agent, Funding Agent and Committed Note Purchaser
		
	By:	 	 /s/ SAM PILCER

		 	Name:	 	SAM PILCER
		 	Title:	 	MANAGING DIRECTOR
		
	By:	 	 /s/ Kostantina Kourmpetis

		 	Name:	 	Kostantina Kourmpetis
		 	Title:	 	Managing Director


 [Extension Agreement (Series 2010-1)] 







 
					
	ATLANTIC ASSET SECURITIZATION LLC, as Conduit Purchaser
		
	By:	 	 /s/ SAM PILCER

		 	Name:	 	SAM PILCER
		 	Title:	 	MANAGING DIRECTOR
		
	By:	 	 /s/ Kostantina Kourmpetis

		 	Name:	 	Kostantina Kourmpetis
		 	Title:	 	Managing Director


 [Extension Agreement (Series 2010-1)]