10.2 FifthMasterAmendmentDeed






	
	
	Dated 17 December 2014

	CARFIN FINANCE INTERNATIONAL LIMITED 
as the Issuer and FCT Noteholder
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK 
as Arranger and Transaction Agent
DEUTSCHE TRUSTEE COMPANY LIMITED 
as Issuer Security Trustee
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK 
as FleetCo Security Agent
CERTAIN ENTITIES NAMED HEREIN 
as Opcos, Servicers and Lessees
CERTAIN ENTITIES NAMED HEREIN 
as FleetCos 
AVIS BUDGET CAR RENTAL, LLC  
as the Parent
AVIS FINANCE COMPANY LIMITED  
as Finco, the Subordinated Lender and the Italian VAT Lender
AVIS BUDGET EMEA LIMITED
as Avis Europe
CERTAIN ENTITIES NAMED HEREIN 
as the Account Banks
DEUTSCHE BANK AG, LONDON BRANCH 
as Issuer Cash Manager, Dutch FleetCo Spanish Account Bank Operator, Dutch FleetCo German Account Bank Operator, Dutch FleetCo Dutch Account Bank Operator, French FleetCo Account Bank Operator, and FleetCo Back-up Cash Manager
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK 
as French Intermediary Bank and FCT Servicer
CACEIS BANK FRANCE  
as FCT Custodian
FCT CARFIN 
represented by 
EUROTITRISATION
as the FCT Management Company
CERTAIN ENTITIES NAMED HEREIN 
as the Senior Noteholders
and
CERTAIN OTHER ENTITIES NAMED HEREIN 

	

FIFTH MASTER AMENDMENT DEED

	 

	 

	Ref: L-231331

	Linklaters LLP

















	
			
	 
	Table of Contents
	 

	Contents
	 
	Page

	1
	Definitions and Interpretation
	3

	2
	Amendment to the Original Master Definitions Agreement
	3

	3
	Amendment Date
	3

	4
	Transaction Agent
	4

	5
	Issuer Security Trustee and FleetCo Security Agent
	4

	6
	Transaction Documents
	4

	7
	Confirmation of Guarantees
	4

	8
	Illegality
	5

	9
	Rights and remedies
	5

	10
	Counterparts
	5

	11
	Incorporation of Common Terms
	5

	12
	Third party rights
	5

	13
	Governing law and jurisdiction
	5

	 
	 
	 

	 
	Schedule 1: The Parties
	6

	 
	Execution Page
	9






    
     
      


        


        
        
        
        
    
    









#1






This Amendment and Restatement Deed is made on 17 December 2014 between:
		
	(1)
	CARFIN FINANCE INTERNATIONAL LIMITED, a private limited company incorporated under the laws of Ireland with registered number 463656 and having its registered office at 1 Grant's Row, Lower Mount Street, Dublin 2, Ireland (the “Issuer” and the “FCT Noteholder”);


		
	(2)
	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK (“Transaction Agent” and “Arranger”);


		
	(3)
	DEUTSCHE TRUSTEE COMPANY LIMITED (the “Issuer Security Trustee”, acting for itself and on behalf of the Issuer Secured Creditors);


		
	(4)
	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK (the “FleetCo Security Agent”, acting for itself and on behalf of the FleetCo Secured Creditors);


		
	(5)
	THE OPCOS, the SERVICERS and LESSEES listed in part 1 of Schedule 1 (The Parties) hereto including AVIS BUDGET ITALIA S.P.A. (as “VAT Sharing Italian Opco”, in its capacity as Italian Opco (as defined therein) under the VAT Sharing Agreement and the Italian Income Tax Consolidation Agreement);


		
	(6)
	THE FLEETCOS listed in part 2 of Schedule 1 (The Parties) hereto;


		
	(7)
	AVIS BUDGET CAR RENTAL, LLC (the “Parent”);


		
	(8)
	AVIS FINANCE COMPANY LIMITED (“Finco”, the “Subordinated Lender”, the “Central Servicer” and the “Italian VAT Lender”);


		
	(9)
	AVIS BUDGET EMEA LIMITED (“Avis Europe”, together with the Opcos, the Servicers, the Lessees, the Parent and Finco, the “Avis Obligors”);


		
	(10)
	THE ACCOUNT BANKS listed in part 3 of Schedule 1 (The Parties) hereto;


		
	(11)
	DEUTSCHE BANK AG, LONDON BRANCH (the “Dutch FleetCo Spanish Account Bank Operator”, the “Dutch FleetCo German Account Bank Operator”, the “Dutch FleetCo Dutch Account Bank Operator”, the “French FleetCo Account Bank Operator” the “Issuer Cash Manager”, the “FleetCo Dutch Back-up Cash Manager”, the “FleetCo French Back-up Cash Manager”, the “FleetCo German Back-up Cash Manager”, the “FleetCo Italian Back-up Cash Manager” and the “FleetCo Spanish Back-up Cash Manager”);


		
	(12)
	THE SENIOR NOTEHOLDERS listed in part 4 of Schedule 1 (The Parties) hereto (the “Senior Noteholders”);


		
	(13)
	STRUCTURED FINANCE MANAGEMENT (IRELAND) LIMITED (the “Issuer Corporate Services Provider” and the “FleetCo Holdings Corporate Services Provider”); 


		
	(14)
	CARFIN FINANCE HOLDINGS LIMITED, a private limited company incorporated under the laws of Ireland with registered number 463657 and having its registered office at 1 Grant's Row, Lower Mount Street, Dublin 2, Ireland (“FleetCo Holdings”);


		
	(15)
	INTERTRUST (NETHERLANDS) B.V. and VISTRA B.V. (the “Dutch FleetCo Corporate Services Providers”, together with the Issuer Corporate Services Provider and the FleetCo Holdings Corporate Services Provider, the “Corporate Services Providers”);


		
	(16)
	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK (“French Intermediary Bank” and “FCT Servicer”);





#2






		
	(17)
	FCT CARFIN (the ”FCT”) represented by EUROTITRISATION (the “FCT Management Company”);


		
	(18)
	CACEIS BANK FRANCE (the “FCT Custodian”);


		
	(19)
	CACEIS CORPORATE TRUST (the “FCT Registrar”); and


		
	(20)
	DEUTSCHE BANK LUXEMBOURG S.A., a public limited liability company incorporated under the laws of Luxembourg, registered with the Register of Commerce and Companies in Luxembourg under number B 9164, whose registered office is at 2, Boulevard Konrad Adenauer, L-1115 Luxembourg (the “Registrar”), 


each of the above a “Party” and together the “Parties” to this Deed.
WHEREAS
		
	(A)
	Certain of the Parties hereto entered into a Master Definitions Agreement dated 5 March 2013 as amended by an amendment letter dated 19 March 2013 and a second amendment agreement dated 15 April 2013 and as amended and restated by a third amendment agreement dated 21 May 2014 and a fourth amendment agreement dated 15 December 2014 (the “Original Master Definitions Agreement”). 


		
	(B)
	The Parties have agreed to amend the Original Master Definitions Agreement on the terms and conditions set out below.


		
	1
	Definitions and Interpretation


		
	1.1
	Unless otherwise defined herein or the context otherwise requires, terms defined in the Original Master Definitions Agreement (as amended or amended and restated from time to time) have the same meaning in this Deed. Subject to Clause 1.2 below, the provisions of clause 2 (Principles of Interpretation and Construction) of the Original Master Definitions Agreement (as amended or amended and restated from time to time) shall apply herein as if set out in full herein and as if references therein to a “Relevant Agreement” were to this Deed. In addition, “Amendment Date” means 17 December 2014.


		
	1.2
	A reference to a “Clause” is a reference to a clause of this Deed.


		
	2
	Amendment to the Original Master Definitions Agreement


The Original Master Definitions Agreement shall be amended by deleting the definition of “Final Maturity Date” in clause 1 (Definitions and Interpretation) in its entirety and replacing it with the following:
““Final Maturity Date” means 20 months after the Expected Maturity Date.
		
	3
	Amendment Date


The Parties hereby agree that the amendment set out in Clause 2 (Amendment to the Original Master Definitions Agreement) shall be effective as of the Amendment Date. Notwithstanding anything to the contrary contained herein, if for any reason this Deed fails to be effective on the Amendment Date, this Deed shall terminate and the rights and obligations of the parties to the Transaction Documents shall be fully preserved as they existed prior to the date hereof.



#3






		
	4
	Transaction Agent


		
	4.1
	In accordance with clause 13.4 (Consents, Directions, Instructions, Amendments, Waivers and Modification of Transaction Documents by the Transaction Agent) of the Framework Agreement, each Senior Noteholder hereby instructs and directs the Transaction Agent to consent to all the amendments required to be agreed by such Senior Noteholder as set out herein. 


		
	4.2
	The Transaction Agent hereby consents to all amendments referred to herein.


		
	5
	Issuer Security Trustee and FleetCo Security Agent


		
	5.1
	In accordance with clause 24.3.1 (Consents, Directions, Instructions, Amendments, Waivers and Modifications of Transaction Documents by the Issuer Security Trustee) of the Framework Agreement, the Transaction Agent, by the execution of this Deed, hereby instructs and directs the Issuer Security Trustee to enter into this Deed and all other relevant documents to be entered into in connection herewith and to consent to all the amendments required to be agreed by the Issuer Security Trustee as set out herein.


		
	5.2
	In accordance with clause 14.2 (Instructions to FleetCo Security Agent) of the Framework Agreement, the Transaction Agent, by the execution of this Deed, hereby instructs and directs the FleetCo Security Agent to enter into this Deed and all other relevant documents to be entered into in connection herewith and to consent to all the amendments required to be agreed by the FleetCo Security Agent as set out herein.


		
	6
	Transaction Documents 


		
	6.1
	Save as expressly amended by this Deed, the Original Master Definitions Agreement and the other Transaction Documents shall otherwise remain unamended and in full force and effect in accordance with the terms thereof. 


		
	6.2
	By their acceptance of the terms of this Deed, each of the Issuer, the FleetCos and the Avis Obligors confirms that its obligations under the Transaction Documents to which it is a party will remain in full force and effect.


		
	6.3
	The FleetCo Security Agent and the Transaction Agent hereby designate this Deed as a FleetCo Transaction Document.


		
	6.4
	The Transaction Agent hereby designates this Deed as an Issuer Transaction Document.


		
	7
	Confirmation of Guarantees


		
	7.1
	Avis Budget EMEA Limited as the guarantor under the Avis Europe Payment Guarantee hereby (i) expressly confirms that its obligations under the Avis Europe Payment Guarantee remain in full force and effect notwithstanding the amendments to the Transaction Documents as set out in this Deed and (ii) acknowledges that it is not released from its obligations under the Avis Europe Payment Guarantee.


		
	7.2
	Finco as the guarantor under the Original Finco Payment Guarantee hereby (i) expressly confirms that its obligations under the Original Finco Payment Guarantee remain in full force and effect notwithstanding the amendments to the Transaction Documents as set out in this 





#4






Deed and (ii) acknowledges that it is not released from its obligations under the Original Finco Payment Guarantee.
		
	8
	Illegality


If, at any time, any provision hereof is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions hereof nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall in any way be affected or impaired thereby.
		
	9
	Rights and remedies


No failure by the Issuer Secured Creditors or the FleetCo Secured Creditors to exercise, or any delay by the Issuer Secured Creditors or the FleetCo Secured Creditors in exercising, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy. The rights and remedies provided herein are cumulative and not exclusive of any rights or remedies provided by law or under any Transaction Document.
		
	10
	Counterparts 


This Deed may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Deed.
		
	11
	Incorporation of Common Terms


The Common Terms shall be incorporated by reference into this Deed. If there is any conflict between the Common Terms as incorporated by reference into this Deed and the other provisions of this Deed, the provisions of the incorporated Common Terms shall prevail.
		
	12
	Third party rights


No person shall have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Deed.
		
	13
	Governing law and jurisdiction


This Deed and all non-contractual obligations arising out of or in connection with it shall be governed by, and shall be construed in accordance with, English law. Each of the parties hereto hereby submits to the jurisdiction of the courts of England and Wales. 
In Witness whereof this Deed has been delivered on the date stated at the beginning of this Deed.







#5








Schedule 1: The Parties
Part 1 Opcos, Servicers and Lessees


Opcos
	
			
	Name of Opcos
	 
	Registration number (or equivalent, if any)

	Avis Budget Autovermietung GmbH & Co. KG (the “German Opco”)
	 
	HRA 3033

	Avis Budget Italia S.p.A. (the “Italian Opco”)
	 
	421940586

	Avis Alquile un Coche S.A. (the “Spanish Opco”)
	 
	A28152767

	Avis Budget Autoverhuur B.V. (the “Dutch Opco”)
	 
	33129079

	Avis Location de Voitures SAS (the “French Opco”)
	 
	652 023 961 RCS Nanterre




Servicers (excluding the Central Servicer) 
	
			
	Name of Servicers
	 
	Registration number (or equivalent, if any)

	Avis Alquile un Coche S.A. (the “Spanish Servicer”) in respect of Dutch FleetCo’s fleet in Spain
	 
	A28152767



	In respect of Italian FleetCo: Avis Budget Italia S.p.A. (the “Italian Servicer”)
	 
	421940586

	In respect of French FleetCo: Avis Location de Voitures SAS (the “French Servicer”)
	 
	652 023 961 RCS Nanterre






Central Servicer
	
			
	Name of Central Servicer
	 
	Registration number (or equivalent, if any)

	Avis Finance Company Limited (the “Central Servicer”)
	 
	2123807




Lessees



#6






	
			
	Name of Lessees
	 
	Registration number (or equivalent, if any)

	Avis Budget Autovermietung GmbH & Co. KG (as lessee under the Master German Fleet Lease Agreement)
	 
	HRA 3033

	Avis Budget Italia S.p.A. (as lessee under the Italian Master Lease Agreement)
	 
	421940586

	Avis Alquile un Coche S.A. (as lessee under the Spanish Master Lease Agreement)
	 
	A28152767

	Avis Budget Autoverhuur B.V. (as lessee under the Master Dutch Fleet Lease Agreement)
	 
	33129079

	Avis Location de Voitures SAS (as lessee under the French Master Lease Agreement)
	 
	652 023 961 RCS Nanterre








Part 2 FleetCos


	
			
	Name of FleetCos
Jurisdiction of Incorporation and legal form
	 
	Registration number (or equivalent, if any)

	FinCar Fleet B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) (the “Dutch FleetCo”)
	 
	55227732

	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 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 (the “Dutch FleetCo, Spanish Branch”)
	 
	W0037096E

	Avis Budget Italia S.p.A. Fleet Co. S.A.p.A., a partnership limited by shares (the “Italian FleetCo”)
	 
	97550851009

	AB FleetCo a simplified limited stock company (société par actions simplifiée) (the “French FleetCo”)
	 
	799 383 997 R.C.S. Beauvais








Part 3 Account Banks 





#7






	
			
	Name of Account Bank
	 
	Registration number (or equivalent, if any)

	Deutsche Bank AG, London branch (the “Issuer Account Bank”)
	 
	HRB 30 000, branch number BR00005

	Deutsche Bank S.A.E. (the “Dutch FleetCo Spanish Account Bank”)
	 
	A-08000614

	Deutsche Bank AG, London branch (the “Dutch FleetCo Spanish Account Bank Operator”)
	 
	HRB 30 000, branch number BR00005

	Deutsche Bank S.P.A (the “Italian FleetCo Account Bank”)
	 
	1340740156

	Deutsche Bank AG (the “Dutch FleetCo German Account Bank”)
	 
	HRB 30 000

	Deutsche Bank AG, London branch (the “Dutch FleetCo German Account Bank Operator”)
	 
	HRB 30 000, branch number BR00005

	Deutsche Bank AG, Amsterdam Branch (the “Dutch FleetCo Dutch Account Bank”) 
	 
	HRB 30 000, branch number 33304583

	Deutsche Bank AG, London Branch (the “Dutch FleetCo Dutch Account Bank Operator”) 
	 
	HRB 30 000, branch number BR00005

	Deutsche Bank AG, Paris Branch (the “French FleetCo Account Bank”) 
	 
	HRB 30 000, branch number 310327481

	Deutsche Bank AG, London Branch (the “French FleetCo Account Bank Operator”)
	 
	HRB 30 000, branch number BR00005








Part 4 Senior Noteholders 


	
			
	Names of Senior Noteholders
	 
	Registration number (or equivalent, if any)

	Blue Finn S.a.r.l., Luxembourg, Küsnacht Branch
	 
	CH-020.9.003.783-3

	Crédit Agricole Corporate and Investment Bank
	 
	304187701

	Deutsche Bank AG, London Branch
	 
	HRB 30 000, branch number BR00005

	Natixis
	 
	542044524

	Scotiabank Europe plc
	 
	817692

	Elektra Purchase No. 34 Limited
	 
	548807

	Jupiter Securitization Company LLC
	 
	223771

	JPMorgan Chase Bank, N.A.
	 
	2118141











#8








Execution Page


Issuer and FCT Noteholder
SIGNED AND DELIVERED AS A DEED by
CARFIN FINANCE INTERNATIONAL LIMITED
when the common seal was affixed hereto


	
	
	/s/  Karen McCrave
Karen McCrave
Director


Structured Finance Management (Ireland) Limited
Secretary


























Transaction Agent and Arranger
EXECUTED AS A DEED on behalf of    
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK    


By:  /s/ Edith Lusson
	
		
	Name:
	Edith Lusson

	Title:
	Executive Director








	
		
	in the presence of:  /s/ Stephanie  Passet

	Name:
	Stephanie  Passet

	Address:
	9 quai du President Paul Doumer, 92920 Paris La Defense

	Occupation:
	Banker






 
 
Issuer Security Trustee



#9






The common seal of
DEUTSCHE TRUSTEE COMPANY LIMITED 
was affixed to this DEED in the presence of:


/s/ Nick Rogivue
Associate Director: Nick Rogivue
/s/ Clive Rakestrow
Associate Director: Clive Rakestrow






FleetCo Security Agent
EXECUTED AS A DEED on behalf of 
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK 

By: /s/ Edith Lusson
	
		
	Name:
	Edith Lusson

	Title:
	Executive Director






	
		
	in the presence of:  /s/ Stephanie Passet

	Name:
	Stephanie  Passet

	Address:
	9 quai du President Paul Doumer, 92920 Paris La Defense

	Occupation:
	Banker










The Opcos
EXECUTED AS A DEED on behalf of
AVIS BUDGET AUTOVERMIETUNG GMBH & CO. KG (as German Opco)


By: /s/ Martin Gruber
	
		
	Name:
	Martin Gruber

	Title:
	Managing Director











#10






	
		
	in the presence of:  /s/ Sue Greenwood
	 

	Name: Sue Greenwood
	 

	Address: Avis Budget Services Ltd, Park Rd, Bracknell, Berks
	 

	Occupation: Personal Assistant
	 









#11








The Opcos
EXECUTED AS A DEED on behalf of
AVIS BUDGET ITALIA S.P.A. (as Italian Opco)


By: /s/ Gianluca Testa
	
		
	Name:
	Gianluca Testa

	Title:
	Managing Director








	
		
	in the presence of:  /s/ Sue Greenwood
	 

	Name: Sue Greenwood
	 

	Address: Avis Budget Services Ltd, Park Rd, Bracknell, Berks
	 

	Occupation: Personal Assistant
	 










The Opcos
EXECUTED AS A DEED on behalf of
AVIS BUDGET ITALIA S.P.A. (as VAT Sharing Italian Opco)


By:  /s/ Gianluca Testa
	
		
	Name:
	Gianluca Testa

	Title:
	Managing Director








	
		
	in the presence of:  /s/ Sue Greenwood
	 

	Name: Sue Greenwood
	 

	Address: Avis Budget Services Ltd, Park Rd, Bracknell, Berks
	 

	Occupation: Personal Assistant
	 









#12








The Opcos
EXECUTED AS A DEED on behalf of
AVIS ALQUILE UN COCHE S.A. (as Spanish Opco) 


By:  /s/ Gianluca Testa
	
		
	Name:
	Gianluca Testa

	Title:
	Managing Director












The Opcos
EXECUTED AS A DEED on behalf of
AVIS BUDGET AUTOVERHUUR B.V. (as Dutch Opco)


By: /s/ Eric Lepleux
	
		
	Name:
	Eric Lepleux

	Title:
	Managing Director






	
		
	in the presence of:  /s/ Sue Greenwood
	 

	Name: Sue Greenwood
	 

	Address: Avis Budget Services Ltd, Park Rd, Bracknell, Berks
	 

	Occupation: Personal Assistant
	 











#13








The Opcos
EXECUTED AS A DEED on behalf of
AVIS LOCATION DE VOITURES SAS (as French Opco) 


By: /s/ Eric Lepleux
	
		
	Name:
	Eric Lepleux

	Title:
	Managing Director








	
		
	in the presence of:  /s/ Sue Greenwood
	 

	Name: Sue Greenwood
	 

	Address: Avis Budget Services Ltd, Park Rd, Bracknell, Berks
	 

	Occupation: Personal Assistant
	 










The Servicers
EXECUTED AS A DEED on behalf of
AVIS ALQUILE UN COCHE S.A. (as Spanish Servicer) 


By: /s/ Gianluca Testa
	
		
	Name:
	Gianluca Testa

	Title:
	Managing Director











#14








The Servicers
EXECUTED AS A DEED on behalf of
AVIS FINANCE COMPANY LIMITED (as Central Servicer) 


	
				
	By:
	By:  /s/ Joanna Spiers
	By:  /s/ Gail Jones
	 

	Name:
	Name: Joanna Spiers
	Name: Gail Jones
	 

	 
	Director
	Secretary








The Servicers
EXECUTED AS A DEED on behalf of
AVIS BUDGET ITALIA S.P.A. (as Italian Servicer) 


By: /s/ Gianluca Testa
	
		
	Name:
	Gianluca Testa

	Title:
	Managing Director






	
		
	in the presence of:  /s/ Sue Greenwood
	 

	Name: Sue Greenwood
	 

	Address: Avis Budget Services Ltd, Park Rd, Bracknell, Berks
	 

	Occupation: Personal Assistant
	 









#15








The Servicers
EXECUTED AS A DEED on behalf of
AVIS LOCATION DE VOITURES SAS (as French Servicer) 


By: /s/ Eric Lepleux
	
		
	Name:
	Eric Lepleux

	Title:
	Managing Director






	
		
	in the presence of:  /s/ Sue Greenwood
	 

	Name: Sue Greenwood
	 

	Address: Avis Budget Services Ltd, Park Rd, Bracknell, Berks
	 

	Occupation: Personal Assistant
	 










The Lessees
EXECUTED AS A DEED on behalf of
AVIS BUDGET AUTOVERMIETUNG GMBH & CO. KG (as German Lessee)


By: /s/ Martin Gruber
	
		
	Name:
	Martin Gruber

	Title:
	Managing Director






	
		
	in the presence of:  /s/ Sue Greenwood
	 

	Name: Sue Greenwood
	 

	Address: Avis Budget Services Ltd, Park Rd, Bracknell, Berks
	 

	Occupation: Personal Assistant
	 









#16








The Lessees
EXECUTED AS A DEED on behalf of
AVIS BUDGET ITALIA S.P.A. (as Italian Lessee)


By: /s/ Gianluca Testa
	
		
	Name:
	Gianluca Testa

	Title:
	Managing Director






	
		
	in the presence of:  /s/ Sue Greenwood
	 

	Name: Sue Greenwood
	 

	Address: Avis Budget Services Ltd, Park Rd, Bracknell, Berks
	 

	Occupation: Personal Assistant
	 










The Lessees
EXECUTED AS A DEED on behalf of
AVIS ALQUILE UN COCHE S.A. (as Spanish Lessee) 
By: /s/ Gianluca Testa
	
		
	Name:
	Gianluca Testa

	Title:
	Managing Director









#17








The Lessees
EXECUTED AS A DEED on behalf of
AVIS BUDGET AUTOVERHUUR B.V. (as Dutch Lessee)
By: /s/ Eric Lepleux
	
		
	Name:
	Eric Lepleux

	Title:
	Managing Director






	
		
	in the presence of:  /s/ Sue Greenwood
	 

	Name: Sue Greenwood
	 

	Address: Avis Budget Services Ltd, Park Rd, Bracknell, Berks
	 

	Occupation: Personal Assistant
	 










The Lessees
EXECUTED AS A DEED on behalf of
AVIS LOCATION DE VOITURES SAS (as French Lessee)


By: /s/ Eric Lepleux
	
		
	Name:
	Eric Lepleux

	Title:
	Managing Director






	
		
	in the presence of:  /s/ Sue Greenwood
	 

	Name: Sue Greenwood
	 

	Address: Avis Budget Services Ltd, Park Rd, Bracknell, Berks
	 

	Occupation: Personal Assistant
	 









#18








FleetCo Holdings
SIGNED AND DELIVERED AS A DEED by
CARFIN FINANCE HOLDINGS LIMITED
when the common seal was affixed hereto    




	
	
	/s/ Karen McCrave
Karen McCrave
Director


Structured Finance Management (Ireland) Limited
Secretary


























The FleetCos
EXECUTED AS A DEED on behalf of
FINCAR FLEET B.V. (as Dutch FleetCo)


 
By: /s/ P.D. Haverkamp-Idema
	
		
	Name:
	P.D. Haverkamp-Idema

	Title:
	Managing Director / Proxyholder A






By: /s/ B.W. de Sonnaville
	
		
	Name:
	B.W. de Sonnaville

	Title:
	Managing Director / Proxyholder B









#19








The FleetCos
EXECUTED AS A DEED on behalf of
FINCAR FLEET B.V., SUCURSAL EN ESPAÑA (as Dutch FleetCo, Spanish Branch)


By: /s/ Gianluca Testa
	
		
	Name:
	Gianluca Testa

	Title:
	Dutch FleetCo, Spanish Branch representative












The FleetCos
EXECUTED AS A DEED on behalf of
AVIS BUDGET ITALIA S.P.A. FLEET CO. S.A.P.A. (as Italian FleetCo)




By: /s/ Gianluca Testa
	
		
	Name:
	Gianluca Testa

	Title:
	Managing Director






	
		
	in the presence of:  /s/ Sue Greenwood
	 

	Name: Sue Greenwood
	 

	Address: Avis Budget Services Ltd, Park Rd, Bracknell, Berks
	 

	Occupation: Personal Assistant
	 









#20








The FleetCos
EXECUTED AS A DEED on behalf of
AB FLEETCO (as French FleetCo)




By: MAS FRANCE
	
		
	Name:
	Pierre Dorier

	Title:
	Gerant

	/s/ Pierre Dorier








	
		
	in the presence of MAS FRANCE

	Name:
	Clement Jomaa

	Address:
	21, rue Clement Marot, 75008 Paris

	Occupation:
	Employee

	/s/ Clement Jomaa










Parent
EXECUTED AS A DEED on behalf of
AVIS BUDGET CAR RENTAL, LLC


By: /s/ Rochelle Tarlowe
	
		
	Name:
	Rochelle Tarlowe

	Title:
	Vice President and Treasurer








	
		
	in the presence of

	Name:
	Erik Johnson

	Address:
	6 Sylvan Way, Parsippany, NJ 07054

	Occupation:
	Attorney













#21








Finco, Italian VAT Lender, Dutch VAT Lender and the Subordinated Lender
EXECUTED AS A DEED on behalf of 
AVIS FINANCE COMPANY LIMITED


	
				
	By:
	By:  /s/ Joanna Spiers
	By:  /s/ Gail Jones
	 

	Name:
	Name: Joanna Spiers
	Name: Gail Jones
	 

	 
	Director
	Secretary








EXECUTED AS A DEED on behalf of
Avis Europe
AVIS BUDGET EMEA LIMITED


By: /s/ Martyn Smith
	
		
	Name:
	Martyn Smith

	Title:
	Director






	
		
	in the presence of:  /s/ Sue Greenwood
	 

	Name: Sue Greenwood
	 

	Address: Avis Budget Services Ltd, Park Rd, Bracknell, Berks
	 

	Occupation: Personal Assistant
	 










The Account Banks
DEUTSCHE BANK AG, LONDON BRANCH (as Issuer Account Bank) 
EXECUTED AS A DEED 
By: /s/ Nick Rogivue
Name: Nick Rogivue
Title: Vice President


By: /s/ Clive Rakestrow
Name: Clive Rakestrow
Title: Vice President





#22








EXECUTED AS A DEED on behalf of
DEUTSCHE BANK S.A.E. (as Dutch FleetCo Spanish Account Bank)


By: /s/ Thomas Steimann
	
		
	Name:
	Thomas Steimann

	Title:
	Director






By: /s/ Javier Di Girolamo
	
		
	Name:
	Javier Di Girolamo

	Title:
	V.P.








DEUTSCHE BANK AG, LONDON BRANCH (as Dutch FleetCo Spanish Account Bank Operator)
EXECUTED AS A DEED


By: /s/ Nick Rogivue
	
		
	Name:
	Nick Rogivue

	Title:
	Vice President






By: /s/ Clive Rakestrow
	
		
	Name:
	Clive Rakestrow

	Title:
	Vice President









#23








EXECUTED AS A DEED on behalf of
DEUTSCHE BANK S.P.A. (as Italian FleetCo Account Bank)


By: /s/ Anna Maria Pettinelli
	
		
	Name:
	Anna Maria Pettinelli

	Title:
	VP






By: /s/ Giovanni Fontanella
	
		
	Name:
	Giovanni Fontanella

	Title:
	VP








EXECUTED AS A DEED on behalf of
DEUTSCHE BANK AG (as Dutch FleetCo German Account Bank)


By: /s/ Vivien Wichmann
	
		
	Name:
	Vivien Wichmann

	Title:
	Vice President






By: /s/ Bernd Birck
	
		
	Name:
	Bernd Birck

	Title:
	Assistant Vice President













#24








DEUTSCHE BANK AG, LONDON BRANCH (as Dutch FleetCo German Account Bank Operator)
EXECUTED AS A DEED




By: /s/ Nick Rogivue
	
		
	Name:
	Nick Rogivue

	Title:
	Vice President






By: /s/ Clive Rakestrow
	
		
	Name:
	Clive Rakestrow

	Title:
	Vice President










EXECUTED AS A DEED on behalf of
DEUTSCHE BANK AG, AMSTERDAM BRANCH (as Dutch FleetCo Dutch Account Bank)


By: /s/ J. Roos
	
		
	Name:
	J. Roos

	Title:
	VP








By: /s/ Jeroen Blok
	
		
	Name:
	Jeroen Blok

	Title:
	Director











#25








DEUTSCHE BANK AG, LONDON BRANCH (as Dutch FleetCo Dutch Account Bank Operator)
EXECUTED AS A DEED




By: /s/ Nick Rogivue
	
		
	Name:
	Nick Rogivue

	Title:
	Vice President






By: /s/ Clive Rakestrow
	
		
	Name:
	Clive Rakestrow

	Title:
	Vice President












DEUTSCHE BANK AG, LONDON BRANCH (as French FleetCo Account Bank Operator)
EXECUTED AS A DEED 




By: /s/ Nick Rogivue
	
		
	Name:
	Nick Rogivue

	Title:
	Vice President






By: /s/ Clive Rakestrow
	
		
	Name:
	Clive Rakestrow

	Title:
	Vice President











#26








EXECUTED AS A DEED on behalf of
DEUTSCHE BANK AG, PARIS BRANCH (as French FleetCo Account Bank)


By: /s/ Xavier Connen
	
		
	Name:
	Xavier Connen

	Title:
	Authorised Signatory








By: /s/ Catherine Bonnouvrier
	
		
	Name:
	Catherine Bonnouvrier

	Title:
	Authorised Signatory







#27






Issuer Cash Manager


DEUTSCHE BANK AG, LONDON BRANCH 
EXECUTED AS A DEED  
 

By: /s/ Nick Rogivue
	
		
	Name:
	Nick Rogivue

	Title:
	Vice President






By: /s/ Clive Rakestrow
	
		
	Name:
	Clive Rakestrow

	Title:
	Vice President












The FleetCo Back-up Cash Managers


DEUTSCHE BANK AG, LONDON BRANCH (as FleetCo German Back-up Cash Manager)
EXECUTED AS A DEED 


By: /s/ Nick Rogivue
	
		
	Name:
	Nick Rogivue

	Title:
	Vice President






By: /s/ Clive Rakestrow
	
		
	Name:
	Clive Rakestrow

	Title:
	Vice President







#28








DEUTSCHE BANK AG, LONDON BRANCH (as FleetCo Italian Back-up Cash Manager)
EXECUTED AS A DEED 


By: /s/ Nick Rogivue
	
		
	Name:
	Nick Rogivue

	Title:
	Vice President






By: /s/ Clive Rakestrow
	
		
	Name:
	Clive Rakestrow

	Title:
	Vice President










DEUTSCHE BANK AG, LONDON BRANCH (as FleetCo Spanish Back-up Cash Manager)
EXECUTED AS A DEED 


By: /s/ Nick Rogivue
	
		
	Name:
	Nick Rogivue

	Title:
	Vice President






By: /s/ Clive Rakestrow
	
		
	Name:
	Clive Rakestrow

	Title:
	Vice President










DEUTSCHE BANK AG, LONDON BRANCH (as FleetCo Dutch Back-up Cash Manager)
EXECUTED AS A DEED 


By: /s/ Nick Rogivue
	
		
	Name:
	Nick Rogivue

	Title:
	Vice President






By: /s/ Clive Rakestrow
	
		
	Name:
	Clive Rakestrow

	Title:
	Vice President







#29






DEUTSCHE BANK AG, LONDON BRANCH (as FleetCo French Back-up Cash Manager)
EXECUTED AS A DEED 


By: /s/ Nick Rogivue
	
		
	Name:
	Nick Rogivue

	Title:
	Vice President






By: /s/ Clive Rakestrow
	
		
	Name:
	Clive Rakestrow

	Title:
	Vice President















#30








The Senior Noteholder
EXECUTED AS A DEED on behalf of 
CREDIT AGRICOLE CORPORATE 
AND INVESTMENT BANK
 
By: /s/ Edith Lusson
	
					
	Name:
	Edith Lusson
	 
	 

	Title:
	Executive Director
	 
	 

	 
	 
	in the presence of:  /s/ Stephanie Passet

	 
	 
	Name:
	Stephanie  Passet

	 
	 
	Address:
	9 quai du President Paul Doumer, 92920 Paris La Defense

	 
	 
	Occupation:
	Banker









#31








The Senior Noteholder
EXECUTED AS A DEED on behalf of 
DEUTSCHE BANK AG, LONDON BRANCH 
By:  /s/ Frederic de Benoist
Name: Frederic de Benoist
Title: Director


By:  /s/ Patrick Connors
Name: Patrick Connors
Title: Managing Director
 




#32








The Senior Noteholder
EXECUTED AS A DEED on behalf of 
NATIXIS 
 
By: /s/ Michel Conges
	
		
	Name:
	Michel Conges

	Title:
	Chief Operating Officer - GSCS






	
		
	in the presence of:  /s/ Thomas Pons

	Name:
	Thomas Pons

	Address:
	Natixis, 47 Quai d’Austerlitz, 75013 Paris

	Occupation:
	E.D.









#33








The Senior Noteholder
EXECUTED AS A DEED on behalf of 
SCOTIABANK EUROPE PLC 
 
By: /s/ Steven Lowe
Name: Steven Lowe
Title: Managing Director


Witnessed By: /s/ Steve Caller
Name: Steve Caller
Title: Manager





#34








The Senior Noteholder
EXECUTED AS A DEED on behalf of 
BLUE FINN S.A.R.L., LUXEMBOURG, KÜSNACHT BRANCH 

By:  /s/ P.K.C. Spiering
	
		
	Name:
	P.K.C. Spiering

	Title:
	Branch Manager






	
		
	in the presence of:  /s/ P.C.C. Van Tol

	Name:
	P.C.C. Van Tol

	Address:
	Steinackerstrasse 9, Kusnacht

	Occupation:
	Finance Director









#35








The Senior Noteholder
SIGNED AND DELIVERED AS A DEED 
for and on behalf of 
ELEKTRA PURCHASE NO. 34 LIMITED
Acting by its duly authorised Attorney
 
By: /s/ Brian Buckley
	
			
	Name:
	Brian Buckley
	 

	Title:
	Attorney in Fact
	 






	
		
	in the presence of:  /s/ Abigail O’Connor

	Name:
	Abigail O’Connor

	Address:
	17 The Crescent, Inse Bay, Laytown, Co. Meath

	Occupation:
	Trainee Administrator











#36








The Senior Noteholder
EXECUTED AS A DEED on behalf of
JUPITER SECURITIZATION COMPANY LLC
By JPMorgan Chase Bank N.A., its attorney-in-fact
 
By: /s/ Adam J. Klimek
Name: Adam J. Klimek
Title: Executive Director


By: /s/ Corina Mills
Name: Corina Mills
Title: Executive Director













#37








The Senior Noteholder
EXECUTED AS A DEED on behalf of 
JPMORGAN CHASE BANK, N.A.
 
By: /s/ Adam J. Klimek
Name: Adam J. Klimek
Title: Executive Director


By: /s/ Corina Mills
Name: Corina Mills
Title: Executive Director









#38








French Intermediary Bank
EXECUTED AS A DEED on behalf of
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK 


By: /s/ Edith Lusson
	
		
	Name:
	Edith Lusson

	Title:
	Executive Director






	
		
	in the presence of:  /s/ Stephanie Passet

	Name:
	Stephanie  Passet

	Address:
	9 quai du President Paul Doumer, 92920 Paris La Defense

	Occupation:
	Banker

















#39








The Corporate Services Providers


EXECUTED AS A DEED on behalf of
INTERTRUST (NETHERLANDS) B.V. (as a Dutch FleetCo Corporate Services Provider)


	
			
	By:
	/s/ P.D. Haverkamp-Idema
	/s/ R.M.M. de Groot

	Name:
	P.D. Haverkamp-Idema
	R.M.M. de Groot

	Title:
	Proxy Holder
	Proxy Holder








EXECUTED AS A DEED on behalf of
VISTRA B.V. (as a Dutch FleetCo Corporate Services Provider)


	
			
	By:
	B.W. de Sonnaville
	J.J. van Ginkel

	Name:
	B.W. de Sonnaville
	J.J. van Ginkel

	Title:
	Proxy Holder
	Director











#40








PRESENT when the COMMON SEAL of 
STRUCTURED FINANCE MANAGEMENT (IRELAND) LIMITED 
(as Issuer Corporate Services Provider and FleetCo Holdings Corporate Services Provider) 
 was affixed hereto and this DEED was delivered
	
		
	 
	Karen McCrave
Director

	 
	



Structured Finance Management Corporate Services (Ireland) Limited Company Secretary








.



















#41






Registrar
EXECUTED AS A DEED on behalf of 
DEUTSCHE BANK LUXEMBOURG S.A. 



	
		
	By:
	/s/ Nick Rogivue

	Name:
	Nick Rogivue

	Title:
	Attorney






	
		
	By:
	/s/ Clive Rakestrow

	Name:
	Clive Rakestrow

	Title:
	Attorney









#42








FCT Servicer
EXECUTED AS A DEED on behalf of
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK


By:  /s/ Edith Lusson
	
		
	Name:
	Edith Lusson

	Title:
	Executive Director






	
		
	in the presence of:  /s/ Stephanie Passet

	Name:
	Stephanie  Passet

	Address:
	9 quai du President Paul Doumer, 92920 Paris La Defense

	Occupation:
	Banker












FCT CARFIN
Represented by Eurotitrisation
EXECUTED AS A DEED on behalf of
EUROTITRISATION


By: /s/ Jean-Marc Lager
	
		
	Name:
	Jean-Marc Lager

	Title:
	Directeur General








	
		
	in the presence of /s/ Cecile Fossati

	Name:
	Cecile Fossati

	Address:
	 

	Occupation:
	 













#43








FCT Custodian
EXECUTED AS A DEED on behalf of
CACEIS BANK FRANCE
By: /s/ Carine Echelard
	
		
	Name:
	Carine Echelard

	Title:
	Chief Executive Officer






	
		
	in the presence of:  /s/ Philippe Bourgues

	Name:
	Philippe Bourgues

	Address:
	1-3, Place Valhubert, 75013 Paris

	Occupation:
	Deputy CEO
















FCT Registrar
EXECUTED AS A DEED on behalf of
CACEIS CORPORATE TRUST
By: /s/ Jean-Michel Desmarest
	
		
	Name:
	Jean-Michel Desmarest

	Title:
	Directeur General






	
		
	in the presence of:  /s/ Julie Huguet Lepers

	Name:
	Julie Huguet Lepers

	Address:
	1-3, Place Valhubert, 75013 Paris

	Occupation
	: Responsable Juridique













#44