FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE, dated as of May 21, 2024 (this “Supplemental Indenture”), among Avis Budget Finance plc, a company duly organized and existing under the laws of Jersey, Channel Islands (the “Issuer,” which term includes its successors and assigns), the guarantors party hereto (the “Guarantors”), Deutsche Bank Trust Company Americas, as trustee (in such capacity, the “Trustee”) and registrar and Deutsche Bank AG, London Branch, as paying agent under the Indenture referred to below.
WITNESSETH:
WHEREAS, the Issuer, the Guarantors and the Trustee are party to an Indenture, dated as of July 13, 2023 (as amended, supplemented, waived or otherwise modified prior to the date hereof, the “Indenture”), relating to the issuance from time to time by the Issuer of their 7.25% Senior Notes due 2030;
WHEREAS, pursuant to the Indenture, the Issuer initially issued €400,000,000 aggregate principal amount of its 7.25% Senior Notes due 2030 (the “Initial Notes”);
WHEREAS, Section 9.1(7) of the Indenture provides that the Issuer may provide for the issuance of Additional Notes (as defined in the Indenture) as permitted by Section 2.1 therein;
WHEREAS, the Issuer wishes to issue an additional €200,000,000 aggregate principal amount of its 7.25% Senior Notes due 2030 as Additional Notes under the Indenture (the “Additional Securities”);
WHEREAS, in connection with the issuance of the Additional Securities, the Issuer and the Guarantors have each duly authorized the execution and delivery of this Supplemental Indenture; and
WHEREAS, pursuant to Sections 2.1 and 9.1 of the Indenture, the parties hereto are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any Holder;
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuer, the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
1. Capitalized Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recitals hereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.
2. Additional Notes. As of the date hereof, the Issuer will issue the Additional Securities. The Additional Securities issued pursuant to this Supplemental Indenture