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 |
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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”); |
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(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.
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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 |
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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.
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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
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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
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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 |
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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
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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
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 |
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in the presence of: /s/ Sue Greenwood | |
Name: Sue Greenwood | |
Address: Avis Budget Services Ltd, Park Rd, Bracknell, Berks | |
Occupation: Personal Assistant |
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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 |
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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 |
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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 |
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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 |
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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 |
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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 |
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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 |
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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 |
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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 |
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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 |
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Finco, Italian VAT Lender, Dutch VAT Lender and the Subordinated Lender
EXECUTED AS A DEED on behalf of
AVIS FINANCE COMPANY LIMITED
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
EXECUTED AS A DEED
By: /s/ Nick Rogivue
Name: Nick Rogivue
Title: Vice President
By: /s/ Clive Rakestrow
Name: Clive Rakestrow
Title: Vice President
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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 |
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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 |
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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
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
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
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
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
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
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.
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
STRUCTURED FINANCE MANAGEMENT (IRELAND) LIMITED
(as Issuer Corporate Services Provider and FleetCo Holdings Corporate Services Provider)
was affixed hereto and this DEED was delivered
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.
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