Exhibit 10.4
CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT AS INDICATED BY [REDACTED] AND SEPARATELY FILED WITH THE
COMMISSION.
EXECUTION VERSION
Dated 5 March 2013
CARFIN FINANCE INTERNATIONAL LIMITED
as the Issuer
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 the Issuer Cash Manager, Dutch FleetCo German Account Bank Operator, Dutch
FleetCo
Spanish Account Bank Operator and FleetCo Back-up Cash Manager
CERTAIN ENTITIES NAMED HEREIN
as the Initial Senior Noteholders
and
CERTAIN OTHER ENTITIES NAMED HEREIN
MASTER DEFINITIONS AGREEMENT
LOGO [g500075g87a38.jpg]
Ref: L-207969
Linklaters LLP
Table of Contents
Contents
Page
1
Definitions and Interpretation
3
2
Principles of Interpretation and Construction
100
3
Incorporation of Common Terms and Clause 24 of the Framework Agreement
103
4
Governing Law and Jurisdiction
103
5
Enforcement
104
Schedule 1 The Parties
105
Schedule 2 Pre-Closing Measurement Month Average
109
1
This Agreement is dated 5 March 2013 and made 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");
(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) 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);
(7) AVIS BUDGET CAR RENTAL, LLC (the "Parent");
(8) AVIS FINANCE COMPANY LIMITED ("Finco", the "Initial 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);
(11) DEUTSCHE BANK AG, LONDON BRANCH (the "Issuer Cash Manager", "Dutch FleetCo
Spanish Account Bank Operator", "Dutch FleetCo German Account Bank Operator" and
the "FleetCo Back-up Cash Manager");
(12) THE INITIAL SENIOR NOTEHOLDERS listed in Part 4 of Schedule 1 (The Parties)
(the "Initial Senior Noteholders");
(13) STRUCTURED FINANCE MANAGEMENT (IRELAND) LIMITED (the "Issuer Corporate