EX-10.13



 Exhibit 10.13 

 

			
	 




	 	CLIFFORD CHANCE LLP

 EXECUTION VERSION 
 AVIS FINANCE COMPANY LIMITED 
 AS GUARANTOR 

IN FAVOUR OF 

FINCAR FLEET B.V. 

AS DUTCH FLEETCO 

FINCAR FLEET B.V., SUCURSAL EN ESPAÑA 
 AS DUTCH FLEETCO, SPANISH BRANCH 
 AVIS BUDGET ITALIA S.P.A. FLEET CO. S.A.P.A.

 AS ITALIAN FLEETCO 
 AND 
 CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK 

AS FLEETCO SECURITY AGENT BENEFICARY 
  

 
 FINCO PAYMENT
GUARANTEE 
  
  







 THIS FINCO PAYMENT GUARANTEE is made as a deed on 5 March 2013 

BY: 
  

	(1)	AVIS FINANCE COMPANY LIMITED (the “Guarantor”) (registered number 02123807) whose registered office is at Avis House, Park Road,
Bracknell, Berkshire RG12 2EW; in favour of 

  

	(2)	FINCAR FLEET B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The
Netherlands having its official seat (statutaire zetel) in Amsterdam, The Netherlands and its office at Rapenburgerstraat 175B, 1011 VM Amsterdam, The Netherlands registered with the Dutch Trade Register of the Chamber of Commerce under
number 55227732 (“Dutch FleetCo”); 

  

	(3)	FINCAR FLEET B.V., SUCURSAL EN ESPAÑA, the Spanish branch of FINCAR FLEET B.V. (a private company with limited liability (besloten vennootschap met
beperkte aansprakelijkheid) incorporated under the laws of The Netherlands) with registered address at Avenida Manoteras, no 32, 28050 Madrid, Spain and Spanish fiscal identification number W0037096E and registered at the Mercantile
Registry in Madrid under volume 28809, page 190, section 8th and sheet M-518708, first entry (“Dutch FleetCo, Spanish Branch”); and 

  

	(4)	AVIS BUDGET ITALIA S.P.A. FLEET CO. S.A.P.A. (formerly, Avis Autonoleggio S.p.A. Fleet Co. S.A.p.A.), a partnership limited by shares (società in
accomandita per azioni) incorporated in the Republic of Italy with registered office at Viale Carmelo Bene 70, 00139, Rome, Italy, fiscal code, VAT code and companies’ register of Rome number 097550851009 (“Italian FleetCo”
and, together with Dutch FleetCo and Dutch FleetCo, Spanish Branch, the “FleetCo Beneficiaries”); and 

  

	(5)	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, in its capacity as FleetCo Security Agent for and on behalf of the FleetCo Secured Creditors (the “FleetCo
Security Agent Beneficiary”). 

 WHEREAS 

 

	(A)	The Opcos have each entered into the Opco Agreements. 

  

	(B)	The FleetCos have each entered into a FleetCo Facility Agreement and the other FleetCo Agreements. 


 

	(C)	The FleetCo Security Agent holds the benefit of the FleetCo Security for and on behalf of the FleetCo Secured Creditors. 


 

	1.	INTERPRETATION, DEFINITIONS AND CONSTRUCTION 

  

	1.1	Interpretation 

 Unless
otherwise defined in this Finco Payment Guarantee or the context requires otherwise, capitalised words and expressions used in this Finco Payment Guarantee have the meanings ascribed to them in the Master Definitions Agreement dated on or about the
date hereof, and entered into by, amongst others, the Issuer, the Issuer Security Trustee and the Transaction Agent (the “Master Definitions Agreement”) (as the same may be amended, varied or supplemented from time to time).


  
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	1.2	Definitions 


“Agreement” means each FleetCo Agreement and each Opco Agreement, or any of them (as appropriate). 

“FleetCo Agreements” means each Transaction Document to which a FleetCo is party and pursuant to which it has payment
obligations. 
 “Opco Agreements” means each Transaction Document to which an Opco is party and pursuant to
which it has payment obligations. 
 “Beneficiary” means the FleetCo Security Agent Beneficiary and/or a FleetCo
Beneficiary, or any of them (as appropriate). 
 “Principal” means each Opco and each FleetCo, or any of them
(as appropriate). 
  

	1.3	Inconsistencies with other Transaction Documents 

 If there is any inconsistency between the definitions given in this Finco Payment Guarantee and those given in the Master Definitions Agreement or any other Transaction Document, the definitions set out
in this Finco Payment Guarantee will prevail. 
  

	1.4	Construction 

 The
provisions of clause 2 (Principles of Interpretation and Construction) of the Master Definitions Agreement shall apply herein as if set out in full herein and as if references therein to “this Agreement” were to this Finco Payment
Guarantee. 
  

	2.	INCORPORATION OF COMMON TERMS 

 The Common Terms shall be incorporated by reference into this Finco Payment Guarantee. If there is any conflict between the Common Terms as incorporated by reference into this Finco Payment Guarantee and
the other provisions of this Finco Payment Guarantee, the provisions of the incorporated Common Terms shall prevail to the fullest extent permitted by applicable law. 
  

	3.	AMENDMENTS 

 This Finco
Payment Guarantee cannot be amended without the consent of the Parties hereto. 
  

	4.	GUARANTEE 

  

	4.1	The Guarantor irrevocably and unconditionally: 

  

	 	4.1.1	subject to Clause 4.2 guarantees to: 


  
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	 	(a)	each FleetCo Beneficiary the due and punctual observance and performance by each Opco of all its payment obligations under or pursuant to each Opco Agreement and agrees
to pay to each FleetCo Beneficiary from time to time on demand all sums of money which any Opco is at any time liable to pay to such FleetCo Beneficiary under or pursuant to each Opco Agreement and which have become due and payable but have not been
paid at the time such demand is made; and 

  

	 	(b)	the FleetCo Security Agent Beneficiary the due and punctual observance and performance by each FleetCo of all its payment obligations under or pursuant to each FleetCo
Agreement and agrees to pay to the FleetCo Security Agent Beneficiary: 

  

	 	(i)	from time to time on demand all sums of money which any FleetCo is at any time liable to pay to the FleetCo Security Agent Beneficiary under or pursuant to each FleetCo
Agreement and which have become due and payable but have not been paid at the time such demand is made; or 

  

	 	(ii)	any amounts of FleetCo AF Shortfall of which the Central Servicer has notified the FleetCo Security Agent in accordance with clauses 14A.2.1 and 14A.2.2 of the
Framework Agreement; 

  

	 	4.1.2	subject to Clause 4.2 undertakes with: 

  

	 	(a)	each FleetCo Beneficiary that whenever an Opco does not pay any amount when due under or in connection with any Opco Agreement to which such Opco is a party, the
Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and 

  

	 	(b)	the FleetCo Security Agent Beneficiary that whenever: 

  

	 	(i)	a FleetCo does not pay any amount when due under or in connection with any FleetCo Agreement to which such FleetCo is a party the Guarantor shall immediately on demand
pay that amount as if it was the principal obligor; or 

  

	 	(ii)	the Central Servicer notifies the FleetCo Security Agent in accordance with clause 14A.2.1 of the Framework Agreement that there is an FleetCo AF Shortfall the
Guarantor shall pay such amount in accordance with the clause 14A2.2 of the Framework Agreement; and 

  

	 	4.1.3	agrees with: 

  

	 	(a)	 each FleetCo Beneficiary that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and
primary obligation, indemnify each FleetCo Beneficiary immediately on demand against any cost, loss or liability it incurs as a result of an Opco not paying any amount which would, but for such




  
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unenforceability, invalidity or illegality, have been payable by it under any Opco Agreement to which such Opco is a party on the date when it would have been due. The amount payable by the
Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 4 if the amount claimed had been recoverable on the basis of a guarantee; and 


 

	 	(b)	the FleetCo Security Agent Beneficiary that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary
obligation, indemnify the FleetCo Security Agent Beneficiary immediately on demand against any cost, loss or liability it incurs as a result of a FleetCo not paying any amount which would, but for such unenforceability, invalidity or illegality,
have been payable by it under any FleetCo Agreement to which such FleetCo is a party on the date when it would have been due. The amount payable by the Guarantor under this indemnity will not exceed the amount it would have had to pay under this
Clause 4 if the amount claimed had been recoverable on the basis of a guarantee. 

  

	4.2	The provisions of clause 27.2.2 (Limited recourse against the FleetCos) of the Framework Agreement shall not be taken into consideration when determining the
amounts due and payable by a FleetCo under Clauses 4.1.1(b) and 4.1.2(b) above. 

  

	4.3	If a Beneficiary makes a demand under this Finco Payment Guarantee, the Guarantor shall pay interest on each sum demanded (before and after any judgement and to the
extent, interest at the default rate is not otherwise being paid on such sum(s)) from the date of demand until the date of payment calculated on a daily basis at the rate determined in accordance with the provisions of the relevant Agreement
provided that the Guarantor shall not pay such interest where such Beneficiary has credited amounts received from the Guarantor to a suspense account pursuant to Clause 9.2. Any interest accruing under this Clause 4.2 shall be immediately due
and payable by the Guarantor on demand by the relevant Beneficiary and provided further that where a demand is made under Clauses 4.1.1(b)(ii) or 4.1.2(b)(ii), the Guarantor shall not pay any such interest and no interest shall accrue until
the relevant Settlement Date. If such interest is unpaid, it will be compounded but will remain immediately due and payable. 

  

	5.	PRESERVATION OF RIGHTS 

  

	5.1	The obligations of the Guarantor contained in this Finco Payment Guarantee shall be in addition to and independent of every other security which a Beneficiary may at
any time hold in respect of any of the Principals’ obligations under the relevant Agreement. 

  

	5.2	Neither the obligations of the Guarantor contained in this Finco Payment Guarantee nor the rights, powers and remedies conferred in respect of the Guarantor upon a
Beneficiary by this Finco Payment Guarantee or by law shall be discharged, impaired or otherwise affected by: 

  

	 	5.2.1	any insolvency or similar proceedings; 


  
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	 	5.2.2	any of the obligations of a Principal or any other person under each relevant Agreement or any other document or under any other security relating to each relevant
Agreement or such other document being or becoming illegal, invalid, unenforceable or ineffective in any respect; 

  

	 	5.2.3	any time, waiver or consent granted to, or composition with, any Principal or other person; 


 

	 	5.2.4	any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of a relevant Agreement or any other
document or security including without limitation any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under a relevant Agreement or other document or any variation, waiver or release of,
any obligation of a Principal or any other person under a relevant Agreement or under any other security; 

  

	 	5.2.5	the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets
of, any Principal or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security; 


 

	 	5.2.6	any failure to take, or fully to take, any security contemplated by a relevant Agreement or otherwise agreed to be taken in respect of a Principal’s obligations
under a relevant Agreement; 

  

	 	5.2.7	any failure to realise or fully to realise the value of, or any release, discharge, exchange or substitution of, any security taken in respect of a Principal’s
obligations under a relevant Agreement; 

  

	 	5.2.8	any other act, event or omission which, but for this Clause 5.2, might operate to discharge, impair or otherwise affect any of the obligations of the Guarantor
contained in this Finco Payment Guarantee or any of the rights, powers or remedies conferred upon a Beneficiary by a relevant Agreement, this Finco Payment Guarantee or by law; 


 

	 	5.2.9	the release of any other Principal or any other person under the terms of any composition or arrangement with any creditor of a Principal; or 


 

	 	5.2.10	any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of a Principal or any other person.


  

	5.3	Any settlement or discharge given by a Beneficiary to the Guarantor in respect of the Guarantor’s obligations under this Finco Payment Guarantee or any other
agreement reached between such Beneficiary and the Guarantor in relation to it shall be, and be deemed always to have been, void if any act on the faith of which such Beneficiary gave the Guarantor that settlement or discharge or entered into that
agreement is subsequently avoided by or in pursuance of any provision of law. 


  
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	5.4	A Beneficiary shall not be obliged before exercising any of the rights, powers or remedies conferred upon it in respect of the Guarantor by this Finco Payment Guarantee
or by law: 

  

	 	5.4.1	to make any demand of a Principal; 

  

	 	5.4.2	to take any action or obtain judgment in any court against a Principal; 

  

	 	5.4.3	to make or file any claim or proof in a winding-up or dissolution of a Principal; 


 

	 	5.4.4	to enforce or seek to enforce any security taken in respect of any of the obligations of a Principal under the relevant Agreement; or 


 

	 	5.4.5	to claim any contribution from any other guarantor of any Principal’s obligations under the relevant Agreements. 


 

	5.5	The Guarantor agrees that, so long as a Principal is under any actual or contingent payment obligations under the relevant Agreement, the Guarantor shall not exercise
any rights which the Guarantor may at any time have by reason of performance by it of its obligations under this Finco Payment Guarantee: 

  

	 	5.5.1	to be indemnified by a Principal or to receive any collateral from a Principal; and/or 


 

	 	5.5.2	to claim any contribution from any other guarantor of a Principal’s obligations under the relevant Agreement; and/or 


 

	 	5.5.3	to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of a Beneficiary under each relevant Agreement or of any other
security taken pursuant to, or in connection with, each relevant Agreement by a Beneficiary. 

  

	6.	PAYMENTS 

  

	6.1	The provisions of each relevant Agreement relating to the payments to be made under it (including, without limitation, those regulating what is to happen if a Principal
is required by law to make a deduction or withholding from any such payment) shall apply mutatis mutandis to payments to be made under this Finco Payment Guarantee. 


 

	6.2	The Beneficiaries agree that the Guarantor may make payment under this Guarantee directly to the Issuer Transaction Account and such payment shall unconditionally
discharge the Guarantor’s obligations to pay the Beneficiaries such amount. 

  

	7.	CURRENCY CONVERSION 

 A
Beneficiary may convert any money received or realised by it under or pursuant to this Finco Payment Guarantee which is not in the currency in which such sums are due and payable under each relevant Agreement from that currency into the currency in
which such sum is due at the then prevailing commercial rate of exchange for the relevant conversion. 

  
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	8.	CONTINUING SECURITY 

 This
Finco Payment Guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Principal under the relevant Agreements, regardless of any intermediate payment or discharge in whole or in part. 

 

	9.	APPROPRIATIONS 

 Until all
amounts which may be or become payable by the Principals under or in connection with the relevant Agreements have been irrevocably paid in full, a Beneficiary may: 
  

	9.1	refrain from applying or enforcing any other moneys, security or rights held or received by it in respect of those amounts, or apply and enforce the same in such manner
and order as it sees fit (whether against those amounts or otherwise) and the Guarantor shall not be entitled to the benefit of the same; and 

  

	9.2	hold in an interest-bearing suspense account any moneys received from the Guarantor or on account of the Guarantor’s liability under this Finco Payment Guarantee.


  

	10.	REINSTATEMENT 

 If any
discharge, release or arrangement (whether in respect of the obligations of any Principal or any security for those obligations or otherwise) is made by a Beneficiary in whole or in part on the basis of any payment, security or other disposition
which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of the Guarantor under this Finco Payment Guarantee will continue or be reinstated as if the discharge, release or
arrangement had not occurred. 
  

	11.	IMMEDIATE RECOURSE 

 The
Guarantor waives any right it may have of first requiring a Beneficiary (or any trustee or agent on its behalf) to proceed against or enforce any other right or security or claim payment from any person before claiming from the Guarantor under this
Finco Payment Guarantee. This waiver applies irrespective of any law or any provision of a relevant Agreement to the contrary. 
  

	12.	COSTS AND EXPENSES 

 All
Beneficiaries’ costs and expenses (including legal fees, stamp duties and any value added tax) incurred in connection with the enforcement of this Finco Payment Guarantee or otherwise in relation to it, shall be reimbursed by the Guarantor on
demand on a full indemnity basis together with interest from the date such costs and expenses were incurred to the date of payment at such rates as such Beneficiary may reasonably determine. 

 

	13.	GOVERNING LAW 

 This Finco
Payment Guarantee and the construction, validity and performance of this Finco Payment Guarantee shall be governed by English law. 

  
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	14.	JURISDICTION 

  

	14.1	English courts 

 The
courts of England have exclusive jurisdiction to settle any Dispute. 
  

	14.2	Convenient Forum 

 The
Guarantor agrees that the courts of England are the most appropriate and convenient courts to settle Disputes between it and the Beneficiaries and, accordingly, that it will not argue to the contrary. 

 

	14.3	Jurisdiction 

 Clause 14.1
(English courts) is for the benefit of the Beneficiaries for the purpose of this Clause 14. As a result the Guarantor acknowledges that Clause 14.1 (English courts), does not prevent the Beneficiaries from taking any Proceedings in any
other courts with jurisdiction. To the extent allowed by law, the Beneficiaries may take concurrent Proceedings in any number of jurisdictions. 

  
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 IN WITNESS WHEREOF this Finco Payment Guarantee has been executed as a deed by the Guarantor and the
Beneficiaries and is intended to be and is hereby delivered by it as a deed on the date specified above. 
 AVIS FINANCE COMPANY LIMITED

  

					
	 /s/ Stuart Fillingham
	    		 	Signature of Director
			
	 Stuart Fillingham
	    		 	Name of Director
			
	in the presence of	    		 	
			
	 /s/ Judith Nicholson
	    		 	Signature of witness
	 Judith Nicholson
	    		 	Name of witness
	 Avis House, Park Road
	    		 	Address of witness
	 Bracknell RS12 2EW
	    		 	
	  
	    		 	
	  
	    		 	
	 Company Secretary
	    		 	Occupation of witness

 FINCAR FLEET B.V. 
  

			
	By:	 	 /s/ P.D. Haverkamp Idema

	Name:	 	P.D. Haverkamp Idema
	Title:	 	Managing Director / Proxyholder A
		
	By:	 	 /s/ J.J. van Ginkel

	Name:	 	J.J. van Ginkel
	Title:	 	Managing Director / Proxyholder B


  
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 FINCAR FLEET B.V., SUCURSAL EN ESPAÑA 

 

			
	By:	 	 /s/ Biatriz Diez Arranz

	Name:	 	Beatriz Diez Arranz
	Title:	 	Dutch FleetCo, Spanish Branch representative

 AVIS BUDGET ITALIA S.P.A. FLEET CO. S.A.P.A. 

 

			
	By:	 	 /s/ Mark Kightley

	Name:	 	Mark Kightley
	Title:	 	Director

 CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK 

 

			
	By:	 	/s/ Edith Lusson
	Name:	 	Edith Lusson
	Title:	 	Managing Director


  
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