Avis 2008 Annual Report Download - page 142

SECOND SUPPLEMENTAL INDENTURE, dated as of January 28, 2009 (this “Second Supplemental Indenture”), by and among
Avis Budget Car Rental, LLC, a Delaware limited liability company (the “Company”), Avis Budget Finance, Inc., a Delaware corporation
(together with the Company and their respective successors, the “Issuers”), Wizard Services, Inc., a Delaware corporation (“Wizard”), PR
Holdco, Inc., a Delaware corporation (“PR Holdco”), Runabout, LLC, a Delaware limited liability company (“Runabout” and, together with
Wizard and PR Holdco, the “New Subsidiary Guarantors”), each other Guarantor under the Indenture referred to below (together, the “Existing
Guarantors”), and The Bank of Nova Scotia Trust Company of New York, as trustee (“the Trustee”) under the Indenture referred to below.
WITNESSETH:
WHEREAS, the Issuers, the Existing Guarantors and the Trustee have heretofore become parties to the Indenture, dated as of
April 19, 2006 (the “Base Indenture”),
as supplemented by a First Supplemental Indenture, dated as of February 8, 2007 (so supplemented and as
may be further amended, supplemented, waived or otherwise modified to the date hereof, the “Indenture”),
providing for the issuance of Floating
Rate Senior Notes due 2014, 7.625% Senior Notes due 2014 and 7.75% Senior Notes due 2016 of the Issuers (collectively, the “Notes”);
WHEREAS, Sections 414 and 1308 of the Indenture provide that the Company is required to cause each Domestic Subsidiary that
guarantees the Company’s obligations under the Senior Credit Facility to execute and deliver to the Trustee a supplemental indenture to the
Indenture with respect to the Notes pursuant to which each such Domestic Subsidiary shall guarantee the Subsidiary Guaranteed Obligations
under the Notes pursuant to a Subsidiary Guarantee on the terms and conditions set forth herein and in Article XIII of the Indenture;
WHEREAS, each New Subsidiary Guarantor has guaranteed the Company’s obligations under the Senior Credit Facility and now
desires to enter into a supplemental indenture in order to provide a Subsidiary Guarantee for good and valuable consideration, including
substantial economic benefit in that the financial performance and condition of each New Subsidiary Guarantor is dependent on the financial
performance and condition of the Company, the obligations hereunder which each New Subsidiary Guarantor has guaranteed, and on each New
Subsidiary Guarantor’s access to working capital through the Company’s access to revolving credit borrowings under the Senior Credit Facility;
WHEREAS, all conditions and requirements necessary to make this Second Supplemental Indenture a valid and binding agreement
have been duly performed and complied with; and
WHEREAS, pursuant to Section 901 of the Indenture, the parties hereto are authorized to execute and deliver this Second
Supplemental Indenture to amend the Indenture, without the consent of any Holder;
NOW, THEREFORE, for and in consideration of the foregoing and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each New Subsidiary Guarantor, the Issuers, the Existing Guarantors and the Trustee mutually
covenant and agree for the benefit of all Holders of the Notes as follows:
1. Defined Terms. Terms used but not defined in this Second Supplemental Indenture shall have the meanings ascribed to them in the
Base Indenture. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Second Supplemental Indenture refer
to this Second Supplemental Indenture as a whole and not to any particular Section hereof.