Dated 15 April 2013

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”);

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

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

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

THE OPCOS, the SERVICERS and LESSEES listed in part 1 of schedule 1 (The Parties) to the Framework Agreement 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);

THE FLEETCOS listed in part 2 of schedule 1 (The Parties) to the Framework Agreement;

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

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

Avis Budget EMEA Limited (“Avis Europe”, together with the Opcos, the Servicers, the Lessees, the Parent and Finco, the “Avis Obligors”);

THE ACCOUNT BANKS listed in part 3 of schedule 1 (The Parties) to the Framework Agreement;

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

THE EXISTING SENIOR NOTEHOLDERS listed in the Schedule (The Existing Senior Noteholders) hereto (the “Existing Senior Noteholders”);

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

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”);

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”);

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”);

FISERV AUTOMOTIVE SOLUTIONS, INC., a company duly incorporated under the laws of Delaware with registered number ###-###-#### (the “Liquidation Agent”); and

DEUTSCHE BANK AG, a company incorporated under the laws of Germany (the “Initial Issuer Hedge Counterparty”),

The Parties (save for the Liquidation Agent, the Initial Issuer Hedge Counterparty and Bank of America National Association, Milan Branch) hereto entered into (i) a Framework Agreement dated 5 March 2013, as amended by an amendment letter between the Transaction Agent and the Central Servicer dated 19 March 2013 (the “Framework Agreement”), and (ii) a Master Definitions Agreement dated 5 March 2013 (the “Master Definitions Agreement”). The Liquidation Agent, the Initial Hedge Counterparty and Bank of America National Association, Milan Branch acceded to the Framework Agreement on 20 March 2013.

The Issuer, the Transaction Agent, the Initial Senior Noteholders, the Issuer Security Trustee, the Issuer Cash Manager and the Registrar entered into an Issuer Note Issuance Facility Agreement dated 5 March 2013 (the “Issuer Note Issuance Facility Agreement”).

Dutch FleetCo, Dutch FleetCo, Spanish Branch, Italian FleetCo, the Central Servicer, the Issuer, German Opco, Italian Opco, Spanish Opco, the Issuer Cash Manager and the FleetCo Security Agent entered into a Central Servicing Agreement dated 5 March 2013 (the “Central Servicing Agreement”).

The Issuer, the Issuer Cash Manager, the Issuer Security Trustee and the Subordinated Lender entered into an Issuer Subordinated Facility Agreement dated 5 March 2013 (the “Issuer Subordinated Facility Agreement”).

The Issuer, the Issuer Cash Manager, the Transaction Agent, the Issuer Account Bank and the Issuer Security Trustee entered into an Issuer Cash Management Agreement dated 5 March 2013 (the “Issuer Cash Management Agreement”).

Unless otherwise defined herein or the context otherwise requires, terms defined in the Master Definitions Agreement have the same meaning in this Agreement. Subject to Clause 1.2 below, 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 a “Relevant Agreement” were to this Agreement.

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

Each of the Existing Senior Noteholders, the Transaction Agent, the Issuer Security Trustee, the FleetCo Security Agent, each Opco, each FleetCo, the Central Servicer, the Issuer and the Parent agrees that the following shall be amended in accordance with clause 24.2(i) of the Framework Agreement:

clause 4.1.40 (Country Concentration Limits) of the Framework Agreement shall be deleted in its entirety;

clause 4.2.16 (Country Concentration Limits) of the Framework Agreement shall be deleted in its entirety;

clause 4.3.49 (Country Concentration Limits) of the Framework Agreement shall be deleted in its entirety;

clause 4.1.35(v)(B) (Withdrawals from Issuer Transaction Account) of the Framework Agreement shall be deleted in its entirety and be replaced by:

the Transaction Agent has confirmed to the Issuer Cash Manager, the Issuer and the Central Servicer on or prior to the third Business Day prior to the proposed withdrawal that (so far as it is aware and based on the Intra-Month Central Servicer Report received in (A) above) the Issuer Borrowing Base Test and the Country Asset Value Test, in each case, taking into account the proposed withdrawal, have been complied with by the Issuer and the FleetCos;”;

clause 4.3.43(d)(ii)(B)(y) (Withdrawals from FleetCo Bank Accounts) of the Framework Agreement shall be deleted in its entirety and replaced by the following:

the Transaction Agent has confirmed to the Central Servicer on or prior to the third Business Day prior to the proposed withdrawal that (so far as it is aware and based on the Intra-Month Central Servicer Report received in (x) above) the Country Asset Value Test and the Issuer Borrowing Base Test, in each case, taking into account the proposed withdrawal by the FleetCos, have been complied with by the Issuer and the relevant FleetCo; or”; and

paragraph 8 (Issuer Borrowing Base Test, Country Asset Value Test and Country Concentration Limit) of part 2 (Subsequent Conditions Precedent to Senior Advances and FleetCo Advances) of schedule 2 (Conditions Precedent to Senior Advances and FleetCo Advances) to the Framework Agreement shall be amended by deleting sub-paragraphs 8.3, 8.4 and 8.5.

Each of the Parties agrees that the Master Definitions Agreement shall be amended as follows:

a new definition of “Excess Subordination Amount” shall be inserted in the Master Definitions Agreement as follows:

the aggregate amount of all outstanding FleetCo Advances made under each FleetCo Facility Agreement plus

the Issuer Reserves as of such Reporting Date or, as the case may be, such Intra-Month Reporting Date minus

the Senior Note Principal Amount Outstanding of all outstanding Senior Notes minus

the Credit Enhancement Required Amount minus

the Extraordinary Depreciation Amount as of the immediately preceding Calculation Date minus

the Net Book Value of Non-Eligible Vehicles and the principal amount of Non-Eligible Receivables, in each case, as of the immediately preceding Calculation Date or, as the case may be, the immediately preceding Intra-Month Cut-off Date minus

the Disposition Adjustment as of the immediately preceding Calculation Date,

a new definition of “Country Excess Subordination” shall be inserted in the Master Definitions Agreement as follows:

a new definition of “Country Net Exposure Amount” shall be inserted in the Master Definitions Agreement as follows:

the aggregate amount of all outstanding FleetCo Advances made under the relevant FleetCo Facility Agreement less

a new definition of “Excess Net Exposure Amount” shall be inserted in the Master Definitions Agreement as follows:

an amount equal to the higher of:

the Country Net Exposure Amount in relation to Spain on such Reporting Date or Intra-Month Reporting (as applicable) less the product of:

the aggregate amount of all Country Net Exposure Amounts in all Countries on such Reporting Date or Intra-Month Reporting (as applicable); and

40 per cent.; and

zero;

an amount equal to the higher of:

Country Net Exposure Amount in relation to Italy on such Reporting Date or Intra-Month Reporting (as applicable) less the product of:

the aggregate amount of all Country Net Exposure Amounts in all Countries on such Reporting Date or Intra-Month Reporting (as applicable); and

zero; and

an amount the higher of:

(A) the amount equal to: (I) the aggregate of the Country Net Exposure Amount in relation to Spain on such Reporting Date or Intra-Month Reporting (as applicable) and the Country Net Exposure Amount in relation to Italy on such Reporting Date or Intra-Month Reporting (as applicable) less (II) the aggregate of the resultant amounts calculated in paragraphs (i) and (ii) above

the aggregate amount of all Country Net Exposure Amounts in all Countries; and

zero.”; and

the definition of “Senior Notes Maximum Amount” shall be deleted in its entirety and be replaced by the following:

the aggregate of:

the Combined Eligible Country Asset Value; and

the Issuer Reserves;

the aggregate of the Credit Enhancement Required Amount and the Excess Net Exposure Amount.”.

Each of the Parties agrees that paragraph (e) of schedule 5 (Amendments and Waiver Consent Requirements) to the Framework Agreement shall be deleted in its entirety and be replaced by the following:

any change to the definitions of Credit Enhancement Asset, Credit Enhancement Matrix, Credit Enhancement Required Amount, Issuer Borrowing Base Test, Senior Notes Maximum Amount, Country Asset Value, Combined Eligible Country Asset Value, Country Asset Value Test, Eligible Vehicle, Rapid Amortisation Event, Excess Subordination Amount, Country Excess Subordination Amount, Country Net Exposure Amount or Excess Net Exposure Amount in the Master Definitions Agreement or the defined terms used in such definitions;”.

Each of the Parties agrees that new clauses 24.5.4, 24.5.5 and 24.5.6 shall be inserted after clause 24.5.3 of the Framework Agreement as follows:

Subject to Schedule 5 (Amendments and Waiver Consent Requirements), the definitions of “Credit Enhancement Asset”, “Credit Enhancement Matrix”, “Credit Enhancement Required Amount”, “Issuer Borrowing Base Test”, “Senior Notes Maximum Amount”, “Country Asset Value”, “Combined Eligible Country Asset Value”, “Country Asset Value Test”, “Eligible Vehicle”, “Rapid Amortisation Event”, “Excess Subordination Amount”, “Country Excess Subordination Amount”, “Country Net Exposure Amount”, “Excess Net Exposure Amount” and the definitions of the defined terms used in these definitions may be amended or modified without the consent of all the Parties hereto and such amendment, waiver or modification shall be binding on all Parties hereto, provided that the prior consent of the following Parties are obtained:

the Transaction Agent;

the Central Servicer; and

the Issuer.

The consent of the Liquidation Agent shall not be required for any proposed amendment, waiver or modification to any term of the Master Definitions Agreement, save for any proposed amendment, waiver or modification to the following:

the definition of “Tax”;

the definition of “VAT”;

the definition of “Liabilities”;

the definition of “Liquidation Agent Agreement”;

the definition of “Liquidation Agent”;

the definition of “Liquidation Agent Service Commencement Notice”; and

clauses 2 (Principles of Interpretation and Construction), 3 (Incorporation of Common Terms and Clause 24 of the Framework Agreement), 4 (Governing Law and Jurisdiction) and 5 (Enforcement) of the Master Definitions Agreement,

The consent of an Issuer Hedge Counterparty shall not be required for any proposed amendment, waiver or modification to any term of the Master Definitions Agreement, save for any proposed amendment, waiver or modification to the following definitions:

paragraphs (a)(vi)(A) and (a)(vi)(B) of “Enforcement Action”;

“Excess Swap Collateral”;

“Issuer Hedge Collateral Account”;

“Issuer Hedge Counterparty”;

“Issuer Hedging Debt”;

“Issuer Secured Creditors”, provided that the consent of an Issuer Hedge Counterparty shall only be required if such proposed amendment, waiver or modification relates to, or adversely affects the position of such Issuer Hedge Counterparty;

“Senior Issuer Finance Parties”, provided that the consent of an Issuer Hedge Counterparty shall only be required if such proposed amendment, waiver or modification relates to, or adversely affects the position of such Issuer Hedge Counterparty;

“Senior Recoveries”, provided that the consent of an Issuer Hedge Counterparty shall only be required if such proposed amendment, waiver or modification relates to, or adversely affects the position of such Issuer Hedge Counterparty; and

any other provision in the Master Definitions Agreement which would, in the reasonable opinion of an Issuer Hedge Counterparty, adversely affect its rights,

Each of Parties agrees that the words “Subject to Schedule 5 (Amendments and Waiver Consent Requirements)” in the first line of Clause 24.2 shall be deleted in its entirety and be replaced by “Subject to Clauses 24.2A and 24.2B below and subject to Schedule 5 (Amendments and Waiver Consent Requirements)”.

Each of the Parties agrees that a new clause 24.2A and a new clause 24.2B shall be inserted after clause 24.2 of the Framework Agreement as follows:

The consent of the Liquidation Agent shall not be required for any proposed amendment, waiver or modification to any term of the Framework Agreement or the German FleetCo Deed of Charge, save for any proposed amendment, waiver or modification to:

the ranking of payments due and payable to the Liquidation Agent under any FleetCo Priority of Payments, save that the consent of the Liquidation Agent is not required in respect of a proposed amendment, waiver or modification which does not relate to, or does not adversely, affect any payment to the Liquidation Agent; and

this Clause 24.2A; and

The consent of any Issuer Hedge Counterparty shall not be required for any proposed amendment, waiver or modification to any term of the Framework Agreement or the Issuer Deed of Charge, save for any proposed amendment, waiver or modification to:

Clause 13.4.3 of the Framework Agreement;

Clause 24.8 (Issuer Hedging Agreements) of the Framework Agreement;

Clause 27.2.1 (Limited recourse against the Issuer) of the Framework Agreement;

paragraph 4 (Issuer Hedge Counterparties) of Schedule 16 (Issuer Intercreditor Terms) of the Framework Agreement;

paragraph 7.4 (Exclusions) of Schedule 16 (Issuer Intercreditor Terms) of the Framework Agreement;

paragraphs 8.1.1(ii) and (iii) of Schedule 16 (Issuer Intercreditor Terms) of the Framework Agreement;

paragraph 9.4.2 of Schedule 16 (Issuer Intercreditor Terms) of the Framework Agreement;

this Clause 24.2B;

clause 7.1.2 of the Issuer Deed of Charge; and

any other provision in the Framework Agreement or the Issuer Deed of Charge which would, in the reasonable opinion of an Issuer Hedge Counterparty, adversely affect its rights,

Each of the Parties agrees that, pursuant to clause 24.1 of the Framework Agreement, part A (Dutch FleetCo Spanish Pre-Enforcement Priority of Payments) of part 5 (FleetCo Pre-

paragraph (c)(ii) shall be deleted in its entirety and replaced by the following:

the fees, costs, charges, expenses and liabilities due and payable by Dutch FleetCo, Spanish Branch to the FleetCo Spanish Back-up Cash Manager under the FleetCo Back-up Cash Management Agreement; and”; and

paragraph (c)(iii) shall be deleted in its entirety and be replaced by the following:

the fees corresponding to Spain and related costs, charges, expenses and liabilities due and payable by Dutch FleetCo, Spanish Branch to the Liquidation Agent in respect of the services provided by the Liquidation Agent in respect of the Vehicles owned by Dutch FleetCo, Spanish Branch as set out in the Liquidation Agency Agreement;”.

Each of the Parties agrees that, pursuant to clause 24.1 of the Framework Agreement, part B (Dutch FleetCo German Pre-Enforcement Priority of Payments) of part 5 (FleetCo Pre-Enforcement Priority of Payments) of schedule 3 (Priorities of Payments) to the Framework Agreement shall be amended as follows:

paragraph (c)(ii) shall be deleted in its entirety and replaced by the following:

the fees, costs, charges, expenses and liabilities due and payable by Dutch FleetCo to the FleetCo German Back-up Cash Manager under the FleetCo Back-up Cash Management Agreement; and”; and

paragraph (c)(iii) shall be deleted in its entirety and be replaced by the following:

the fees corresponding to Germany and related costs, charges, expenses and liabilities due and payable by Dutch FleetCo to the Liquidation Agent in respect of the services provided by the Liquidation Agent in respect of the Vehicles owned by Dutch FleetCo as set out in the Liquidation Agency Agreement;”.

Each of the Parties agrees that, pursuant to clause 24.1 of the Framework Agreement, part C (Italian FleetCo Pre-Enforcement Priority of Payments) of part 5 (FleetCo Pre-Enforcement Priority of Payments) of schedule 3 (Priorities of Payments) to the Framework Agreement shall be amended as follows:

paragraph (c)(ii) shall be deleted in its entirety and replaced by the following:

the fees, costs, charges, expenses and liabilities due and payable by Italian FleetCo to the FleetCo Italian Back-up Cash Manager under the FleetCo Back-up Cash Management Agreement; and”; and

paragraph (c)(iii) shall be deleted in its entirety and be replaced by the following:

the fees corresponding to Italy and related, costs, charges, expenses and liabilities due and payable by Italian FleetCo to the Liquidation Agent in respect of the services provided by the Liquidation Agent in respect of the Vehicles owned by Italian FleetCo as set out in the Liquidation Agency Agreement;”.

Each of the Parties agrees that, pursuant to clause 24.1 of the Framework Agreement, part A (Dutch FleetCo Spanish Post-Enforcement Priority of Payments) of part 6 (FleetCo Post-

paragraph (c)(ii) shall be deleted in its entirety and replaced by the following:

the fees, costs, charges, expenses and liabilities due and payable by Dutch FleetCo, Spanish Branch to the FleetCo Spanish Back-up Cash Manager under the FleetCo Back-up Cash Management Agreement; and”; and

paragraph (c)(iii) shall be deleted in its entirety and be replaced by the following:

the fees corresponding to Spain and related costs, charges, expenses and liabilities due and payable by Dutch FleetCo, Spanish Branch to the Liquidation Agent in respect of the services provided by the Liquidation Agent in respect of the Vehicles owned by Dutch FleetCo, Spanish Branch as set out in the Liquidation Agency Agreement;”.

Each of the Parties agrees that, pursuant to clause 24.1 of the Framework Agreement, part B (Dutch FleetCo German Post-Enforcement Priority of Payments) of part 6 (FleetCo Post-Enforcement Priority of Payments) of schedule 3 (Priorities of Payments) to the Framework Agreement shall amended as follows:

paragraph (c)(ii) shall be deleted in its entirety and replaced by the following:

the fees, costs, charges, expenses and liabilities due and payable by Dutch FleetCo to the FleetCo German Back-up Cash Manager under the FleetCo Back-up Cash Management Agreement; and”; and

paragraph (c)(iii) shall be deleted in its entirety and be replaced by the following:

the fees corresponding to Germany and related costs, charges, expenses and liabilities due and payable by Dutch FleetCo to the Liquidation Agent in respect of the services provided by the Liquidation Agent in respect of the Vehicles owned by Dutch FleetCo as set out in the Liquidation Agency Agreement;”.

Each of the Parties agrees that, pursuant to clause 24.1 of the Framework Agreement, part C (Italian FleetCo Post-Enforcement Priority of Payments) of part 6 (FleetCo Post-Enforcement Priority of Payments) of schedule 3 (Priorities of Payments) to the Framework Agreement shall be amended as follows:

paragraph (c)(ii) shall be deleted in its entirety and replaced by the following:

the fees, costs, charges, expenses and liabilities due and payable by Italian FleetCo to the FleetCo Italian Back-up Cash Manager under the FleetCo Back-up Cash Management Agreement; and”; and

paragraph (c)(iii) shall be deleted in its entirety and be replaced by the following:

the fees corresponding to Italy and related, costs, charges, expenses and liabilities due and payable by Italian FleetCo to the Liquidation Agent in respect of the services provided by the Liquidation Agent in respect of the Vehicles owned by Italian FleetCo as set out in the Liquidation Agency Agreement;”.

“Italian FleetCo Secured Creditors”; and

“Spanish FleetCo Secured Creditors”.

Clause 14A.1.2 of the Framework Agreement shall be deleted in its entirety and be replaced by the following:

If the Transaction Agent confirms in accordance with Clause 14A.1.1 above that the Country Asset Value Test and the Issuer Borrowing Base Test have been complied with, the Issuer shall execute the completed Senior Advance Drawdown Notice and any Subordinated Advance Drawdown Notice for any Issuer Subordinated Advance which is drawn for the purposes set out in Clause 4.2.1(a) of the Issuer Subordinated Facility Agreement and the Issuer shall immediately (and in any event by no later than the 12:00 noon (London time) on the Information Date or the Intra-Month Information Date (as applicable)) deliver such executed Senior Advance Drawdown Notice and such executed Subordinated Advance Drawdown Notice to the Issuer Cash Manager.

In respect of any Subordinated Advance Drawdown Notice for any Issuer Subordinated Advance which is proposed to be drawn for any purpose other than that set out in clause 4.2.1(a) of the Issuer Subordinated Facility Agreement, the Issuer shall, by no later than 12:00 noon (London time) on the proposed Issuer Subordinated Advance Drawdown Date of such Issuer Subordinated Advance, execute such Subordinated Advance Drawdown Notice and deliver such Subordinated Advance Drawdown Notice to the Issuer Cash Manager.”.

Clause 14A.1.3 of the Framework Agreement shall be deleted in its entirety and be replaced by the following:

Following receipt of an executed Senior Advance Drawdown Notice and an executed Subordinated Advance Drawdown Notice for an Issuer Subordinated Advance proposed to be drawn for the purposes set out in clause 4.1.2(a) of the Issuer Subordinated Facility Agreement by 12:00 noon (London time) on the Information Date or the Intra-Month Information Date, as applicable, the

Following receipt of an executed Subordinated Advance Drawdown Notice relating to an Issuer Subordinated Advance to be drawn for any purpose other than that set out in clause 4.2.1(a) of the Issuer Subordinated Facility Agreement and signed by the Issuer by 12.00 noon (London time) on the proposed Issuer Subordinated Advance Drawdown Date, the Issuer Cash Manager shall, by no later than 4.00 p.m. (London time) on such proposed Issuer Subordinated Advance Drawdown Date, deliver such executed Subordinated Advance Drawdown Notice to the Subordinated Lender, with a copy to each of the Transaction Agent and the Central Servicer.

The Issuer Cash Manager will not be liable to any person for any delay or failure to deliver any such Senior Advance Drawdown Notice or any such Subordinated Advance Drawdown Notice in this Clause 14A.1.3 caused by any delay or failure by the Issuer to deliver such duly executed Senior Advance Drawdown Notice or Subordinated Advance Drawdown Notice, as applicable.”.

Clause 14A.2.2 of the Framework Agreement shall be deleted in its entirety and be replaced by the following

Clause 14A.3.1(i)(b) of the Framework Agreement shall be deleted in its entirety and be replaced by the following:

the Central Servicer has confirmed in writing to the Issuer Cash Manager that Finco has made an irrevocable payment instruction in respect of the payment of an amount equal to at least the Issuer AF Shortfall or, as the case may be, the FleetCo AF Shortfall to the Issuer on or prior to such Lease Payment Date.”;

the words “in an amount equal to the Issuer LC Covered Amount” in the sixth line of clause 14A.3.1(ii) of the Framework Agreement shall be deleted in its entirety and be replaced by “in an amount equal to the lesser of (a) the LC Covered Amount and (b) the Issuer AF Shortfall, in each case,”; and

a new clause 14A.3.4 shall be included after clause 14A.3.3 of the Framework Agreement as follows:

Following the notification by the Issuer LC Provider to the Issuer Security Trustee that the Letter of Credit Expiration Date (as defined in the relevant Issuer Letter of Credit) shall not be automatically extended by one year from the then current Letter of Credit Expiration Date; and

the Transaction Agent has not received evidence satisfactory to it three Business Days prior to the then current Letter of Credit Expiration Date that the Issuer Reserves will, on the then current Letter of Credit Expiration Date, be more than or equal to the Issuer Reserve Required Amount; and

the Transaction Agent has instructed the Issuer Security Trustee by 10:00 a.m. (GMT) on the Business Day prior to the then current Letter of Credit Expiration Date to make a Demand (as defined in the relevant Issuer Letter of Credit:

in the case of an Acceding Senior Noteholder which is a Financial Institution, such Financial Institution has a minimum long-term unsecured rating of BBB from S&P or Fitch or Baa2 from Moody’s (the “Senior Noteholder Minimum Rating Requirement”), provided that if such Acceding Senior Noteholder is: (a) a member of a Senior Noteholder Group and (b) a wholly-owned subsidiary of a Financial Institution that has the Senior Noteholder Minimum Rating Requirement, this Clause 21.4(iv) shall not apply;”.

the definition of “Applicable EURIBOR” shall be deleted in its entirety and be replaced by the following:

if the Interest Period End Date falls on or before:

the seventh day; or

if such seventh day is not a Business Day:

the Business Day immediately following such seventh day; or

if the day in (x) would otherwise be in the next calendar month, the Business Day immediately preceding such seventh day,

if the Interest Period End Date does not fall within paragraph (i) above but does fall on or before:

the fourteenth day; or

if such fourteenth day is not a Business Day:

the Business Day immediately following such fourteenth day; or

if the day in (x) would otherwise be in the next calendar month, the Business Day immediately preceding such fourteenth day,

if the Interest Period End Date does not fall within paragraph (i) and (ii) above but does fall on or before:

the twenty-first day; or

if such twenty-first day is not a Business Day:

the Business Day immediately following such twenty-first day; or

if the day in (x) would otherwise be in the next calendar month, the Business Day immediately preceding such twenty-first day,

if the Interest Period End Date does not fall within paragraph (i), (ii) and (iii) above but does fall on or before:

the corresponding calendar day of the month immediately following, as applicable, the Senior Advance Drawdown Date of such Senior Advance or the drawdown date of such Subordinated Advance or VAT Loan Advance; or

if such calendar day is not a Business Day:

the Business Day immediately following such calendar day; or

if the day in (x) would otherwise be in the next calendar month, the Business Day immediately preceding such calendar day,

if the Interest Period End Date does not fall within paragraph (i), (ii), (iii) and (iv) above but does fall after:

the corresponding calendar day of the month immediately following, as applicable, the Senior Advance Drawdown Date of such Senior Advance or the drawdown date of such Subordinated Advance or VAT Loan Advance; or

if such calendar day is not a Business Day:

the Business Day immediately following such calendar day; or

if the day in (x) would otherwise be in the next calendar month, the Business Day immediately preceding such calendar day,

paragraph (f) of the definition of “Excluded Payments” shall be deleted in its entirety and be replaced by the following:

in reimbursement of the Tax on Motor Vehicle (as defined in the Spanish Servicing Agreement) and in relation to Tax on Certain Means of Transport, in each case, invoiced by Dutch FleetCo, Spanish Branch and paid by the relevant Vehicle Manufacturer to Dutch FleetCo, Spanish Branch (provided that Spanish Opco has paid such Tax on Motor Vehicle or, as the case may be, such Tax on Certain Means of Transport to the relevant Tax authorities); and”;

the definition of “FleetCo Excess Cash Amount” shall be deleted in its entirety and be replaced by the following:

in respect of Italian FleetCo, the amount of all:

the VAT Loan Advances made to Italian FleetCo; and

the VAT payments received by Italian FleetCo from the sale or disposal of Vehicles by Italian FleetCo and the VAT payments received by Italian FleetCo from the lease of Vehicles by Italian FleetCo to Italian Opco which Italian FleetCo is required to pay to Opco pursuant to clause 6(b) of the Italian VAT Sharing Agreement;

in respect of Dutch FleetCo, the amounts received by Dutch FleetCo from the Vehicle Manufacturers and Vehicle Dealers representing:

the positive difference between amount of Vehicle Manufacturer Repurchase Price (excluding VAT) and the Net Book Value with respect to the Vehicles for which the Vehicle Manufacturer Repurchase Price is paid pursuant to clause 6.3 and/or clause 6.5 of the Master German Fleet Purchase Agreement;

the amounts standing to the credit of the VAT Component and Charge Costs Component Trust Account; and

the amount standing to the credit of:

each FleetCo Reserve Account (if any) in such Country; and

(in respect of Dutch FleetCo in Germany), its provisioned items ledger and its Excluded Payments Ledger;

(in respect of Dutch FleetCo in Spain), its provisioned items ledger and its Excluded Payments Ledger; and

(in respect of Italian FleetCo in Italy), its provisioned items ledger and its Excluded Payments Ledger.”;

the definition of “Interest Determination Date” shall be deleted in its entirety and be replaced by the following:

the reference to “, the Issuer Cash Management Agreement” in the definition of “Issuer Hedge Counterparty” shall be deleted;

a new definition “Issuer Proposed Repayment Schedule” shall be inserted after the definition of “Issuer Profit Amount” and before the definition of “Issuer Rapid Amortisation Period (Post-Enforcement) Priority of Payments” as follows:

the definition of “Issuer Reserve Required Amount” shall be deleted in its entirety and be replaced by the following:

2 per cent. of the Combined Eligible Country Asset Value; and

the product of:

the aggregate principal amount outstanding of all Senior Notes (taking into account the immediately following Senior Advance(s) to be drawn by the Issuer under the Issuer Note Issuance Facility Agreement);

the sum of (x) the Weighted Average Exposure Rate and (y) the Senior Advance Margin;

9; and

1/12.”;

paragraph (xx) in the definition of “Issuer Transaction Documents” shall be deleted in its entirety and be replaced by the following:

all documents approved by the Transaction Agent to which the Issuer is a party in connection with or related to any of the above documents.”;

the words “, all Senior Notes or FleetCo Advances (as the case may be)” shall be inserted after the words “, in relation to the Senior Notes or a FleetCo Advance (as applicable)” in the first line of the definition of “outstanding”;

the definition of “Senior Advance” shall be deleted in its entirety and be replaced by the following:

the definition of “Senior Advance Interest Period” shall be deleted in its entirety and be replaced by the following:

the first (and, if applicable, only) period commencing from (and including) the Senior Advance Drawdown Date of such Senior Advance up to the earlier of (a) the relevant Senior Advance Repayment Date or (b) the date falling on (but excluding) the next Settlement Date; and

any subsequent period commencing from (and including) such Settlement Date in paragraph (i)(b) above to (but excluding) the relevant Senior Advance Repayment Date,

a new definition of “Tax on Certain Means of Transport” shall be inserted after the definition of “Tax Deed of Covenant” and before the definition of “Tax Payment” as follows:

paragraph 2.2 of part A (Central Services) of schedule 1 (Services) of the Central Servicing Agreement shall be amended as follows:

the words “Central Servicer Report” in the third line shall be deleted and replaced by the words “CS Report”; and

the words “or Intra-Month Reporting Date (as applicable)” shall be inserted after the words “Reporting Date” in the fourth line;

paragraph 2.3 of part A (Central Services) of schedule 1 (Services) of the Central Servicing Agreement shall be amended such that the words “or Intra-Month Information Date (as applicable)” shall be inserted before the words "pursuant to clause 14A.1.1” in the third line;

paragraph 2.5 of part C (Issuer Cash Management Services) of schedule 1 (Services) of the Central Servicing Agreement shall be deleted in its entirety and be replaced by the following:

a new paragraph 2.10 shall be inserted after paragraph 2.9 to part C (Issuer Cash Management Services) of schedule 1 (Services) of the Central Servicing Agreement as follows:

a new paragraph 4 shall be inserted at the end of part C (Issuer Cash Management Services) of schedule 1 (Services) of the Central Servicing Agreement as follows:

The Central Servicer (at its own expense) shall ensure that in respect of each Issuer Hedging Agreement:

the details of each Transaction (as defined in the Issuer Hedging Agreement); and

Each of the Transaction Agent, the Issuer, the Issuer Cash Manager, the Issuer Security Trustee and the Subordinated Lender agrees that, pursuant to clause 24.1.1 of the Framework Agreement:

clause 5 (Availability of the Subordinated Facility) of the Issuer Subordinated Facility Agreement shall be deleted in its entirety and be replaced by the following:

where such Subordinated Advance Drawdown Notice relates to an Issuer Subordinated Advance to be drawn for the purposes set out in Clause 4.2.1(a) of this Agreement, by 4 p.m. (GMT) on the Information Date or Intra-Month Information Date (as applicable); and

where such Subordinated Advance Drawdown Notice relates to an Issuer Subordinated Advance to be drawn for any purpose other than that set out in Clause 4.2.1(a) of this Agreement, by 4 p.m. (GMT) on the proposed Issuer Subordinated Advance Drawdown Date.”; and

Clause 6 (Utilisation) of the Issuer Subordinated Facility Agreement shall be deleted in its entirety and be replaced by the following:

The Issuer may, from time to time or upon delivery of a Senior Advance Drawdown Notice, deliver a Subordinated Advance Drawdown Notice substantially in the form set out in Schedule 1 (Subordinated Advance

Each of the Issuer, the Issuer Cash Manager, the Transaction Agent, the Issuer Account Bank and the Issuer Security Trustee agrees that, pursuant to clause 24.1.1 of the Framework Agreement, paragraph 2.6(ii) of schedule 1 (Issuer Cash Management Services) to the Issuer Cash Management Agreement shall be deleted in its entirety and be replaced by the following:

Subject to the provisions of Clause 14A.1 of the Framework Agreement, following receipt of a Subordinated Advance Drawdown Notice relating to an Issuer Subordinated Advance to be drawn for the purposes set out in clause 4.2.1(a) only of the Issuer Subordinated Facility Agreement and signed by the Issuer by 12.00 noon (London time) on the Information Date or the Intra-Month Information Date (as applicable), the Issuer Cash Manager shall, by no later than 4.00 p.m. (London time) on such Information Date or Intra-Month Information Date (as applicable), deliver such signed Subordinated Advance Drawdown Notice to the Subordinated Lender, with a copy to each of the Transaction Agent and the Central Servicer.

Subject to the provisions of Clause 14A.1 of the Framework Agreement, following receipt of a Subordinated Advance Drawdown Notice relating to an Issuer Subordinated Advance to be drawn for any purpose other than that set out in clause 4.2.1(a) of the Issuer Subordinated Facility Agreement and signed by the Issuer by 12.00 noon (London time) on the proposed Issuer Subordinated Advance Drawdown Date, the Issuer Cash Manager shall, by no later than 4.00 p.m. (London time) on such proposed Issuer Subordinated Advance Drawdown Date, deliver such signed Subordinated Advance Drawdown Notice to the Subordinated Lender, with a copy to each of the Transaction Agent and the Central Servicer.”.

Save as expressly amended by this Agreement, the Framework Agreement, the Master Definitions Agreement, the Issuer Note Issuance Facility Agreement, the Issuer Subordinated Facility Agreement, the Central Servicing Agreement, the Issuer Cash Management Agreement and the other Transaction Documents shall otherwise remain unamended and in full force and effect in accordance with the terms thereof.

By their acceptance of the terms of this Agreement, 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.

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

The Transaction Agent hereby designates this Agreement as an Issuer Transaction Document.

Bank of America National Association, Milan Branch

Crédit Agricole Corporate and Investment Bank

Deutsche Bank AG, London Branch

Natixis

Scotiabank Europe plc