Second Supplemental Indenture



 Exhibit 4.1(c) 
  
  
 AVIS BUDGET CAR RENTAL, LLC 
 and 
 AVIS BUDGET FINANCE, INC., 
 as Issuers, 
 The GUARANTORS from time to time parties hereto 
 and 
 THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK 
 as Trustee 
  
  
 SECOND SUPPLEMENTAL INDENTURE

 DATED as of JANUARY 28, 2009 
 TO
THE INDENTURE 
 DATED as of APRIL 19, 2006, 
 AS SUPPLEMENTED BY 
 THE FIRST SUPPLEMENTAL INDENTURE 
 DATED as of FEBRUARY 8, 2007 
  
  
 FLOATING RATE SENIOR NOTES DUE
2014 
 7.625% SENIOR NOTES DUE 2014 
 7.75% SENIOR NOTES DUE 2016 
  
  







 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. 







 2. Agreement to Guarantee. Each New Subsidiary Guarantor hereby agrees, jointly and severally with all
other Subsidiary Guarantors and irrevocably, fully and unconditionally, to guarantee the Subsidiary Guaranteed Obligations under the Indenture and the Notes on the terms and subject to the conditions set forth in Article XIII of the Indenture and to
be bound by (and shall be entitled to the benefits of) all other applicable provisions of the Indenture as a Subsidiary Guarantor. 
 3.
Termination, Release and Discharge. Each New Subsidiary Guarantor’s Subsidiary Guarantee shall terminate and be of no further force or effect, and each New Subsidiary Guarantor shall be released and discharged from all obligations in respect of
such Subsidiary Guarantee, as and when provided in Section 1303 of the Indenture. 
 4. Parties. Nothing in this Second Supplemental
Indenture is intended or shall be construed to give any Person, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of any New Subsidiary Guarantor’s Subsidiary Guarantee or any provision
contained herein or in Article XIII of the Indenture. 
 5. Governing Law. THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE TRUSTEE, THE COMPANY, ANY OTHER OBLIGOR IN RESPECT OF THE NOTES AND (BY THEIR ACCEPTANCE OF THE NOTES) THE HOLDERS AGREE TO SUBMIT TO THE JURISDICTION OF ANY UNITED STATES FEDERAL
OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN THE CITY OF NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SECOND SUPPLEMENTAL INDENTURE. 
 6. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof
shall remain in full force and effect. This Second Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. 
 7. Trustee. The Trustee accepts the trusts created by the Indenture, as amended and supplemented by this Second Supplemental Indenture, and agrees to
perform the same upon the terms and conditions of the Indenture, as amended and supplemented by this Second Supplemental Indenture. The Trustee makes no representation or warranty as to the validity or sufficiency of this Second Supplemental
Indenture or as to the accuracy of the recitals to this Second Supplemental Indenture. 
  

 2 








 8. Successors. All covenants and agreements in this Second Supplemental Indenture by the Issuers, the
Existing Guarantors, each New Subsidiary Guarantor and the Trustee shall bind their respective successors, whether so expressed or not. 
 9.
Severability. In case any provisions in this Second Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

 10. Counterparts. The parties hereto may sign one or more copies of this Second Supplemental Indenture in counterparts, all of which
together shall constitute one and the same agreement. 
 11. Headings. The Section headings herein are for convenience of reference only and
shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof. 
  

 3 








 IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed
as of the date first written above. 
  

			
	AVIS BUDGET CAR RENTAL, LLC
	AVIS BUDGET FINANCE, INC.
	AVIS BUDGET GROUP, INC.
	AVIS BUDGET HOLDINGS, LLC
	AVIS ASIA AND PACIFIC, LIMITED
	AVIS CAR RENTAL GROUP, LLC
	AVIS CARIBBEAN, LIMITED
	AVIS ENTERPRISES, INC.
	AVIS GROUP HOLDINGS, LLC
	AVIS INTERNATIONAL, LTD.
	AVIS LEASING CORPORATION
	AVIS RENT A CAR SYSTEM, LLC
	PF CLAIMS MANAGEMENT, LTD.
	WIZARD CO., INC.
	AB CAR RENTAL SERVICES, INC.
	ARACS LLC
	AVIS OPERATIONS, LLC
	WIZARD SERVICES, INC.
	PR HOLDCO, INC.
		
	By	 	 /s/ Rochelle Tarlowe

	Name:	 	Rochelle Tarlowe
	Title:	 	Vice President and Treasurer
	
	BGI LEASING, INC.
	BUDGET RENT A CAR SYSTEM, INC.
	BUDGET TRUCK RENTAL LLC
	RUNABOUT, LLC
		
	By	 	 /s/ David B. Wyshner

	Name:	 	David B. Wyshner
	Title:	 	Executive Vice President,
		 	Chief Financial Officer and Treasurer










			
	THE BANK OF NOVA SCOTIA TRUST
COMPANY OF NEW YORK, as Trustee
		
	By	 	 /s/ Warren Goshine

		 	Authorized Officer