EX-4.1



 Exhibit 4.1 
 EXECUTION VERSION 
 AVIS BUDGET FINANCE PLC, 

as Issuer, 
 the
GUARANTORS from time to time parties hereto, 
 THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK 

as Trustee 
 and

 CITIBANK, N.A., LONDON BRANCH 
 as Paying Agent and Note Registrar 
 INDENTURE 

DATED as of March 7, 2013 
  

 
 6.00% SENIOR
NOTES DUE 2021 







 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	ARTICLE I	  
	
	DEFINITIONS AND OTHER PROVISIONS	  
	OF GENERAL APPLICATION	  
			
	 Section 101
	 	 Definitions
	  	 	1	  
	 Section 102
	 	 Other Definitions
	  	 	37	  
	 Section 103
	 	 Rules of Construction
	  	 	38	  
	 Section 104
	 	 Incorporation by Reference of TIA
	  	 	39	  
	 Section 105
	 	 [Reserved]
	  	 	39	  
	 Section 106
	 	 Compliance Certificates and Opinions
	  	 	39	  
	 Section 107
	 	 Form of Documents Delivered to Trustee
	  	 	40	  
	 Section 108
	 	 Acts of Noteholders; Record Dates
	  	 	40	  
	 Section 109
	 	 Notices, etc., to Trustee and Issuer
	  	 	43	  
	 Section 110
	 	 Notices to Holders; Waiver
	  	 	43	  
	 Section 111
	 	 Effect of Headings and Table of Contents
	  	 	44	  
	 Section 112
	 	 Successors and Assigns
	  	 	44	  
	 Section 113
	 	 Separability Clause
	  	 	44	  
	 Section 114
	 	 Benefits of Indenture
	  	 	44	  
	 Section 115
	 	 GOVERNING LAW
	  	 	44	  
	 Section 116
	 	 Legal Holidays
	  	 	44	  
	 Section 117
	 	 No Personal Liability of Directors, Officers, Employees, Incorporators, Equity Holders, Members and
Stockholders
	  	 	44	  
	 Section 118
	 	 Exhibits and Schedules
	  	 	44	  
	 Section 119
	 	 Counterparts
	  	 	45	  
	
	ARTICLE II	  
	
	NOTE FORMS	  
			
	 Section 201
	 	 Forms Generally
	  	 	45	  
	 Section 202
	 	 Form of Trustee’s Certificate of Authentication
	  	 	47	  
	 Section 203
	 	 Restrictive and Global Note Legends
	  	 	47	  
	
	ARTICLE III	  
	
	THE NOTES	  
			
	 Section 301
	 	 Title and Terms
	  	 	50	  
	 Section 302
	 	 Denominations
	  	 	51	  
	 Section 303
	 	 Execution, Authentication and Delivery and Dating
	  	 	51	  
	 Section 304
	 	 Temporary Notes
	  	 	51	  
	 Section 305
	 	 Note Registrar and Paying Agent
	  	 	52	  


  
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	 Section 306
	 	Mutilated, Destroyed, Lost and Stolen Notes	  	 	53	  
	 Section 307
	 	Payment of Interest Rights Preserved	  	 	53	  
	 Section 308
	 	Persons Deemed Owners	  	 	54	  
	 Section 309
	 	Cancellation	  	 	55	  
	 Section 310
	 	Computation of Interest	  	 	55	  
	 Section 311
	 	Common Code and ISIN Numbers, Etc.	  	 	55	  
	 Section 312
	 	Book-Entry Provisions for Global Notes	  	 	55	  
	 Section 313
	 	Special Transfer Provisions	  	 	57	  
	 Section 314
	 	[Reserved]	  	 	60	  
	
	ARTICLE IV	  
	
	COVENANTS	  
			
	 Section 401
	 	 Payment of Principal, Premium and Interest
	  	 	60	  
	 Section 402
	 	Maintenance of Office or Agency	  	 	60	  
	 Section 403
	 	Money for Payments to Be Held in Trust	  	 	60	  
	 Section 404
	 	[Reserved]	  	 	62	  
	 Section 405
	 	Reports	  	 	62	  
	 Section 406
	 	Statement as to Default	  	 	62	  
	 Section 407
	 	Limitation on Indebtedness	  	 	63	  
	 Section 408
	 	[Reserved]	  	 	66	  
	 Section 409
	 	Limitation on Restricted Payments	  	 	66	  
	 Section 410
	 	Limitation on Restrictions on Distributions from Restricted Subsidiaries	  	 	70	  
	 Section 411
	 	Limitation on Sales of Assets and Subsidiary Stock	  	 	72	  
	 Section 412
	 	Limitation on Transactions with Affiliates	  	 	75	  
	 Section 413
	 	Limitation on Liens	  	 	76	  
	 Section 414
	 	Future Subsidiary Guarantors	  	 	76	  
	 Section 415
	 	Purchase of Notes Upon a Change in Control	  	 	77	  
	 Section 416
	 	[Reserved]	  	 	78	  
	 Section 417
	 	Escrow of Funds	  	 	78	  
	
	ARTICLE V	  
	
	SUCCESSORS	  
			
	 Section 501
	 	 When the Company May Merge, Etc.
	  	 	78	  
	 Section 502
	 	Successor Company Substituted	  	 	80	  
	
	ARTICLE VI	  
	
	REMEDIES	  
			
	 Section 601
	 	 Events of Default
	  	 	80	  
	 Section 602
	 	Acceleration of Maturity; Rescission and Annulment	  	 	82	  
	 Section 603
	 	Other Remedies; Collection Suit by Trustee	  	 	83	  


  
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	 Section 604
	 	Trustee May File Proofs of Claim	  	 	83	  
	 Section 605
	 	Trustee May Enforce Claims Without Possession of Notes	  	 	83	  
	 Section 606
	 	Application of Money Collected	  	 	84	  
	 Section 607
	 	Limitation on Suits	  	 	84	  
	 Section 608
	 	Unconditional Right of Holders to Receive Principal and Interest	  	 	84	  
	 Section 609
	 	Restoration of Rights and Remedies	  	 	85	  
	 Section 610
	 	Rights and Remedies Cumulative	  	 	85	  
	 Section 611
	 	Delay or Omission Not Waiver	  	 	85	  
	 Section 612
	 	Control by Holders	  	 	85	  
	 Section 613
	 	Waiver of Past Defaults	  	 	86	  
	 Section 614
	 	Undertaking for Costs	  	 	86	  
	 Section 615
	 	Waiver of Stay, Extension or Usury Laws	  	 	86	  
	
	ARTICLE VII	  
	
	THE TRUSTEE and the Paying agent	  
			
	 Section 701
	 	 Certain Duties and Responsibilities of the Trustee
	  	 	87	  
	 Section 702
	 	Notice of Defaults	  	 	87	  
	 Section 703
	 	Certain Rights of Trustee	  	 	88	  
	 Section 704
	 	Not Responsible for Recitals or Issuance of Notes	  	 	89	  
	 Section 705
	 	May Hold Notes	  	 	89	  
	 Section 706
	 	Money Held in Trust	  	 	89	  
	 Section 707
	 	Compensation and Reimbursement	  	 	89	  
	 Section 708
	 	[Reserved]	  	 	89	  
	 Section 709
	 	Corporate Trustee Required; Eligibility	  	 	90	  
	 Section 710
	 	Resignation and Removal; Appointment of Successor	  	 	90	  
	 Section 711
	 	Acceptance of Appointment by Successor	  	 	91	  
	 Section 712
	 	Merger, Conversion, Consolidation or Succession to Business	  	 	91	  
	 Section 713
	 	Paying Agent	  	 	92	  
	 Section 714
	 	Appointment of Authenticating Agent	  	 	93	  
	
	ARTICLE VIII	  
	
	HOLDERS’ LISTS AND REPORTS BY	  
	TRUSTEE AND THE COMPANY	  
			
	 Section 801
	 	 The Issuer to Furnish Trustee Names and Addresses of Holders
	  	 	94	  
	 Section 802
	 	Preservation of Information; Communications to Holders	  	 	94	  
	 Section 803
	 	Reports by Trustee	  	 	94	  
	
	ARTICLE IX	  
	
	AMENDMENT, SUPPLEMENT OR WAIVER	  
			
	 Section 901
	 	 Without Consent of Holders
	  	 	95	  


  
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	 Section 902
	 	With Consent of Holders	  	 	96	  
	 Section 903
	 	Execution of Amendments, Supplements or Waivers	  	 	96	  
	 Section 904
	 	Revocation and Effect of Consents	  	 	97	  
	 Section 905
	 	[Reserved]	  	 	97	  
	 Section 906
	 	Notation on or Exchange of Notes	  	 	97	  
	
	ARTICLE X	  
	
	REDEMPTION OF NOTES	  
			
	 Section 1001
	 	 Right of Redemption
	  	 	98	  
	 Section 1002
	 	Applicability of Article	  	 	99	  
	 Section 1003
	 	Election to Redeem; Notice to Trustee	  	 	99	  
	 Section 1004
	 	Selection by Trustee of Notes to Be Redeemed	  	 	99	  
	 Section 1005
	 	Notice of Redemption	  	 	100	  
	 Section 1006
	 	Deposit of Redemption Price	  	 	101	  
	 Section 1007
	 	Notes Payable on Redemption Date	  	 	101	  
	 Section 1008
	 	Notes Redeemed in Part	  	 	101	  
	 Section 1009
	 	Special Mandatory Redemption	  	 	102	  
	
	ARTICLE XI	  
	
	SATISFACTION AND DISCHARGE	  
			
	 Section 1101
	 	 Satisfaction and Discharge of Indenture
	  	 	103	  
	 Section 1102
	 	Application of Trust Money	  	 	104	  
	
	ARTICLE XII	  
	
	DEFEASANCE OR COVENANT DEFEASANCE	  
			
	 Section 1201
	 	 The Issuer’s Option to Effect Defeasance or Covenant Defeasance
	  	 	104	  
	Section 1202	 	Defeasance and Discharge	  	 	104	  
	Section 1203	 	Covenant Defeasance	  	 	105	  
	Section 1204	 	Conditions to Defeasance or Covenant Defeasance	  	 	105	  
	Section 1205	 	Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions	  	 	107	  
	Section 1206	 	Reinstatement	  	 	107	  
	Section 1207	 	Repayment to the Company	  	 	107	  
	  
 ARTICLE XIII

 
 GUARANTEES
	 
   


   

			
	 Section 1301
	 	 Guarantees Generally
	  	 	108	  
	Section 1302	 	Continuing Guarantees	  	 	109	  


  
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	 Section 1303
	 	Release of Guarantees	  	 	110	  
	 Section 1304
	 	[Reserved]	  	 	111	  
	 Section 1305
	 	Waiver of Subrogation	  	 	111	  
	 Section 1306
	 	Notation Not Required	  	 	111	  
	 Section 1307
	 	Successors and Assigns of Guarantors	  	 	111	  
	 Section 1308
	 	Execution and Delivery of Guarantees	  	 	111	  
	 Section 1309
	 	Notices	  	 	111	  
			
	 Exhibit A
	 	Form of Initial Note	  			
	 Exhibit B
	 	Form of Registered Note	  			
	 Exhibit C
	 	Form of Certificate of Beneficial Ownership	  			
	 Exhibit D
	 	Form of Regulation S Certificate	  			
	 Exhibit E
	 	Form of Supplemental Indenture in Respect of Subsidiary Guarantee	  			
	 Exhibit F
	 	Form of Certificate from Acquiring Institutional Accredited Investors	  			


  
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 INDENTURE, dated as of March 7, 2013 (as amended, supplemented or otherwise modified
from time to time, this “Indenture”), between Avis Budget Finance plc, a public company incorporated under the laws of Jersey, Channel Islands (the “Issuer”), the Guarantors (as defined herein), Citibank, N.A.,
London Branch as paying agent and note registrar, and The Bank of Nova Scotia Trust Company of New York, as trustee (the “Trustee”). 
 RECITALS OF THE ISSUER 
 The Issuer, a wholly owned, direct subsidiary of Avis
Budget Car Rental, LLC, a limited liability company organized under the laws of the State of Delaware (the “Company”), has duly authorized the execution and delivery of this Indenture to provide for the issuance of the Notes.

 The Initial Notes are being issued to fund, together with other financing, the purchase price of the acquisition of Zipcar,
Inc. through a wholly owned subsidiary the Company (the “Acquisition”) pursuant to the Merger Agreement. 
 The
gross proceeds of the issuance of the Initial Notes will be deposited into an escrow account pending the satisfaction of the conditions to release the funds from the escrow account as set forth in the Escrow Agreement (as defined herein) (the date
of the satisfaction of such conditions, the “Completion Date”). The Notes will be subject to a Special Mandatory Redemption in accordance with Section 1009 of this Indenture. 

NOW, THEREFORE, THIS INDENTURE WITNESSETH: 
 For and in consideration of the premises and the purchase of the Notes by the Holders thereof, it is mutually agreed, for the benefit of all Holders of the Notes, as follows: 

ARTICLE I 

DEFINITIONS AND OTHER PROVISIONS 
 OF GENERAL APPLICATION 
 Section 101 Definitions. 

“6.00% Notes” means the Issuer’s 6.00% Senior Notes due 2021. 

“ABH” means Avis Budget Holdings, LLC, a limited liability company organized under the laws of the State of Delaware.

 “Acquired Indebtedness” means Indebtedness of a Person (i) existing at the time such Person becomes a
Subsidiary or (ii) assumed in connection with the acquisition of assets from such Person, in each case other than Indebtedness Incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or such acquisition. Acquired
Indebtedness shall be deemed to be Incurred on the date of the related acquisition of assets from any Person or the date the acquired Person becomes a Subsidiary. 







 “Acquisition” has the meaning set forth in the recitals of this Indenture.

 “Additional Assets” means (i) any property or assets that replace the property or assets that are the
subject of an Asset Disposition; (ii) any property or assets (other than Indebtedness and Capital Stock) used or to be used by the Company or a Restricted Subsidiary or otherwise useful in a Related Business (including any capital expenditures
on any property or assets already so used); (iii) the Capital Stock of a Person that is engaged in a Related Business and becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company or another Restricted
Subsidiary; or (iv) Capital Stock of any Person that at such time is a Restricted Subsidiary acquired from a third party. 

“Additional Notes” means any notes issued under this Indenture in addition to the Initial Notes (other than any Notes
issued pursuant to Section 304, 305, 306, 312(c), 312(d) or 1008). 

“Affiliate” of any specified Person means any other Person, directly or indirectly, controlling or controlled by or
under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. 

“Asset Disposition” means any sale, lease (other than an operating lease entered into in the ordinary course of
business), transfer or other disposition of shares of Capital Stock of a Restricted Subsidiary (other than directors’ qualifying shares, or (in the case of a Foreign Subsidiary) to the extent required by applicable law), property or other
assets (each referred to for the purposes of this definition as a “disposition”) by the Company or any of its Restricted Subsidiaries (including any disposition by means of a merger, consolidation or similar transaction), other than
(i) a disposition to the Company or a Restricted Subsidiary, (ii) a sale or other disposition in the ordinary course of business, (iii) the sale or discount (with or without recourse, and on customary or commercially reasonable terms)
of accounts receivable or notes receivable arising in the ordinary course of business, or the conversion or exchange of accounts receivable for notes receivable, (iv) any Restricted Payment Transaction, (v) a disposition that is governed
by Article V, (vi) any Financing Disposition, (vii) any “fee in lieu” or other disposition of assets to any governmental authority or agency that continue in use by the Company or any Restricted Subsidiary, so long as the
Company or any Restricted Subsidiary may obtain title to such assets upon reasonable notice by paying a nominal fee, (viii) any exchange of property pursuant to or intended to qualify under Section 1031 (or any successor section) of the
Code, or any exchange of equipment to be leased, rented or otherwise used in a Related Business, (ix) any financing transaction with respect to property built or acquired by the Company or any Restricted Subsidiary after the Issue Date,
including without limitation any sale/leaseback transaction or asset securitization, (x) any disposition arising from foreclosure, condemnation or similar action with respect to any property or other assets, or exercise of termination rights
under any lease, license, concession or other agreement, (xi) any disposition of Capital Stock, Indebtedness or other securities of an Unrestricted Subsidiary, (xii) a disposition of Capital Stock of a Restricted Subsidiary pursuant to an
agreement or other obligation with or to a Person (other than the 

  
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Company or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in
connection with such acquisition), entered into in connection with such acquisition, (xiii) a disposition of not more than 5% of the outstanding Capital Stock of a Foreign Subsidiary that has been approved by the Board, (xiv) any
disposition or series of related dispositions for aggregate consideration not to exceed $50.0 million, (xv) the creation of a Permitted Lien and dispositions in connection with Permitted Liens, (xvi) dispositions of Investments or
receivables, in each case in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy or similar proceedings, (xvii) the unwinding of any Hedging Obligation, or (xviii) the
licensing of any intellectual property. 
 “Authenticating Agent” means any Person authorized by the Trustee
pursuant to Section 714 to act on behalf of the Trustee to authenticate the Notes. 
 “Average Book
Value” means, for any period, the amount equal to (x) the sum of the respective book values of Rental Vehicles of the Company and its Restricted Subsidiaries as of the end of each of the most recent thirteen fiscal months of the
Company that have ended at or prior to the end of such period, divided by (y) 13. 
 “Average Interest
Rate” means, for any period, the amount equal to (x) the total interest expense of the Company and its Restricted Subsidiaries for such period (excluding any interest expense on any Indebtedness of any Special Purpose Subsidiary that
is a Restricted Subsidiary directly or indirectly Incurred to finance or refinance the acquisition of, or secured by, Rental Vehicles and/or related rights and/or assets), divided by (y) the Average Principal Amount of Indebtedness of the
Company and its Restricted Subsidiaries for such period (excluding any Indebtedness of any Special Purpose Subsidiary that is a Restricted Subsidiary directly or indirectly Incurred to finance or refinance the acquisition of, or secured by, Rental
Vehicles and/or related rights and/or assets). 
 “Average Principal Amount” means, for any period, the amount
equal to (x) the sum of the respective aggregate outstanding principal amounts of the applicable Indebtedness as of the end of each of the most recent thirteen fiscal months of the Company that have ended at or prior to the end of such period,
divided by (y) 13. 
 “Bank Indebtedness” means any and all amounts, whether outstanding on the Issue Date
or thereafter incurred, payable under or in respect of any Credit Facility, including without limitation principal, premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization
relating to the Company or any Restricted Subsidiary whether or not a claim for post-filing interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations, guarantees, other monetary obligations of any nature and all
other amounts payable thereunder or in respect thereof. 
 “Board” means, for any Person, the board of
directors or other governing body of such Person or, if such Person is owned or managed by a single entity, the board of directors or other governing body of such entity, or, in either case, any committee thereof duly authorized to act on behalf of
such board or governing body. Unless otherwise provided, “Board” means the Board of the Company. 

  
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 “Business Day” means a day other than a Saturday, Sunday or other day on
which commercial banking institutions are authorized or required by law to close in New York City (or any other city in which a Paying Agent maintains its office). 
 “Canadian Securitization Entity” means WTH Funding Limited Partnership, an Ontario limited partnership, any other special purpose entity formed for the purpose of engaging in vehicle
financing in Canada including, without limitation, any other partnership formed from time to time and each of the special purpose entities that may be partners in WTH Funding Limited Partnership or in any other such partnerships, and any successor
of the foregoing. 
 “Capital Stock” of any Person means any and all shares of, rights to purchase, warrants or
options for, or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity. 

“Capitalized Lease Obligation” means an obligation that is required to be classified and accounted for as a capitalized
lease for financial reporting purposes in accordance with GAAP. The Stated Maturity of any Capitalized Lease Obligation shall be the date of the last payment of rent or any other amount due under the related lease. 

“Cash Equivalents” means any of the following: (a) securities issued or fully guaranteed or insured by the United
States of America or any agency or instrumentality thereof, (b) marketable general obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof having a
credit rating of “A” or better at the time of acquisition from either S&P or Moody’s, (c) time deposits, certificates of deposit or bankers’ acceptances of (i) any lender under the Senior Credit Facilities or any
affiliate thereof or (ii) any commercial bank having capital and surplus in excess of $500,000,000 and the commercial paper of the holding company of which is rated at least A-2 or the equivalent thereof by S&P or at least P-2 or the
equivalent thereof by Moody’s (or if at such time neither is issuing ratings, then a comparable rating of another nationally recognized rating agency), (d) money market instruments, commercial paper or other short-term obligations rated at
least A-2 or the equivalent thereof by S&P or at least P-2 or the equivalent thereof by Moody’s (or if at such time neither is issuing ratings, then a comparable rating of another nationally recognized rating agency), (e) investments
in money market funds subject to the risk limiting conditions of Rule 2a-7 or any successor rule of the SEC under the Investment Company Act of 1940, as amended and (f) investments similar to any of the foregoing denominated in foreign
currencies approved by the Board. 
 “Change of Control” means: 

(i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more
Permitted Holders or a Parent, becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), 

  
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directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Company or the Issuer, provided that (x) so long as the Company and the Issuer are each a
Subsidiary of any Parent, no “person” shall be deemed to be or become a “beneficial owner” of more than 50% of the total voting power of the Voting Stock of the Company or Issuer unless such “person” shall be or become
a “beneficial owner” of more than 50% of the total voting power of the Voting Stock of such Parent and (y) any Voting Stock of which any Permitted Holder is the “beneficial owner” shall not in any case be included in any
Voting Stock of which any such “person” is the “beneficial owner”; 
 (ii) the Issuer, the
Company or a Parent merges or consolidates with or into, or sells or transfers (in one or a series of related transactions) all or substantially all of the assets of the Company and its Restricted Subsidiaries, taken as a whole, to, another Person
(other than one or more Permitted Holders) and any “person” (as defined in clause (i) above), other than one or more Permitted Holders or any Parent, is or becomes the “beneficial owner” (as so defined), directly or
indirectly, of more than 50% of the total voting power of the Voting Stock of the surviving Person in such merger or consolidation, or the transferee Person in such sale or transfer of assets, as the case may be, provided that (x) so
long as such surviving or transferee Person is a Subsidiary of a parent Person, no “person” shall be deemed to be or become a “beneficial owner” of more than 50% of the total voting power of the Voting Stock of such surviving or
transferee Person unless such “person” shall be or become a “beneficial owner” of more than 50% of the total voting power of the Voting Stock of such parent Person and (y) any Voting Stock of which any Permitted Holder is
the “beneficial owner” shall not in any case be included in any Voting Stock of which any such “person” is the beneficial owner; or 
 (iii) during any period of two consecutive years (during which period the Issuer has been a party to this Indenture), individuals who at the beginning of such period were members of the Board of the
Company (together with any new members thereof whose election by such Board or whose nomination for election by holders of Capital Stock of the Company was approved by one or more Permitted Holders or by a vote of a majority of the members of such
Board then still in office who were either members thereof at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of such Board then in office.

 “Clearstream” means Clearstream Banking, société anonyme, or any successor securities
clearing agency. 
 “Code” means the Internal Revenue Code of 1986, as amended. 

“Commodities Agreement” means, in respect of a Person, any commodity futures contract, forward contract, option or
similar agreement or arrangement (including derivative agreements or arrangements), as to which such Person is a party or beneficiary. 
 “Common Depositary” means Citibank Europe plc. 

  
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 “Company” means the party named as such in the second paragraph of this
Indenture and any and all successors thereto. 
 “Completion Date” means the date of the satisfaction of the
conditions to the release of the escrowed funds from the collateral account pursuant to the Escrow Agreement. 

“Consolidated Coverage Ratio” as of any date of determination means the ratio of (i) the aggregate amount of
Consolidated EBITDA for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which consolidated financial statements of the Company are available to (ii) Consolidated Interest Expense
for such four fiscal quarters (in each of the foregoing clauses (i) and (ii), determined for each fiscal quarter of the four fiscal quarters ending prior to the Issue Date); provided, that 

(1) if since the beginning of such period the Company or any Restricted Subsidiary has Incurred any Indebtedness that
remains outstanding on such date of determination or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio is an Incurrence of Indebtedness, Consolidated EBITDA and Consolidated Interest Expense for such period
shall be calculated after giving effect on a pro forma basis to such Indebtedness as if such Indebtedness had been Incurred on the first day of such period (except that in making such computation, the amount of Indebtedness under any revolving
credit facility outstanding on the date of such calculation shall be computed based on (A) the average daily balance of such Indebtedness during such four fiscal quarters or such shorter period for which such facility was outstanding or
(B) if such facility was created after the end of such four fiscal quarters, the average daily balance of such Indebtedness during the period from the date of creation of such facility to the date of such calculation); 

(2) if since the beginning of such period the Company or any Restricted Subsidiary has repaid, repurchased, redeemed,
defeased or otherwise acquired, retired or discharged any Indebtedness that is no longer outstanding on such date of determination or the Indebtedness of any Special Purpose Subsidiary which is an Unrestricted Subsidiary is reduced (each, a
“Discharge”) or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio involves a Discharge of Indebtedness (in each case other than Indebtedness Incurred under any revolving credit facility unless
such Indebtedness has been permanently repaid), Consolidated EBITDA and Consolidated Interest Expense for such period shall be calculated after giving effect on a pro forma basis to such Discharge of such Indebtedness, including with the proceeds of
such new Indebtedness, as if such Discharge had occurred on the first day of such period; 
 (3) if since the
beginning of such period the Company or any Restricted Subsidiary shall have disposed of any company, any business or any group of assets constituting an operating unit of a business (any such disposition, a “Sale”), the
Consolidated EBITDA for such period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the assets that are the subject of such Sale for such period or increased by an amount equal to the Consolidated EBITDA
(if negative) attributable thereto for such period and Consolidated Interest Expense for such 

  
 6 








 
period shall be reduced by an amount equal to (A) the Consolidated Interest Expense attributable to any Indebtedness of the Company or any Restricted Subsidiary repaid, repurchased,
redeemed, defeased or otherwise acquired, retired or discharged with respect to the Company and its continuing Restricted Subsidiaries in connection with such Sale for such period (including but not limited to through the assumption of such
Indebtedness by another Person) plus (B) if the Capital Stock of any Restricted Subsidiary is sold, the Consolidated Interest Expense for such period attributable to the Indebtedness of such Restricted Subsidiary to the extent the Company and
its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such Sale; 
 (4) if
since the beginning of such period the Company or any Restricted Subsidiary (by merger, consolidation or otherwise) shall have made an Investment in any Person that thereby becomes a Restricted Subsidiary, or otherwise acquired any company, any
business or any group of assets constituting an operating unit of a business, including any such Investment or acquisition occurring in connection with a transaction causing a calculation to be made hereunder (any such Investment or acquisition, a
“Purchase”), Consolidated EBITDA and Consolidated Interest Expense for such period shall be calculated after giving pro forma effect thereto (including the Incurrence of any related Indebtedness) as if such Purchase occurred on the
first day of such period; and 
 (5) if since the beginning of such period any Person became a Restricted
Subsidiary or was merged or consolidated with or into the Company or any Restricted Subsidiary, and since the beginning of such period such Person shall have Discharged any Indebtedness or made any Sale or Purchase that would have required an
adjustment pursuant to clause (2), (3) or (4) above if made by the Company or a Restricted Subsidiary since the beginning of such period, Consolidated EBITDA and Consolidated Interest Expense for such period shall be calculated after
giving pro forma effect thereto as if such Discharge, Sale or Purchase occurred on the first day of such period. 
 For purposes
of this definition, whenever pro forma effect is to be given to any Sale, Purchase or other transaction, or the amount of income or earnings relating thereto and the amount of Consolidated Interest Expense associated with any Indebtedness Incurred
or repaid, repurchased, redeemed, defeased or otherwise acquired, retired or discharged in connection therewith, the pro forma calculations in respect thereof (including without limitation in respect of anticipated cost savings or synergies relating
to any such Sale, Purchase or other transaction) shall be as determined in good faith by the Chief Financial Officer or an authorized Officer of the Company. If any Indebtedness bears a floating rate of interest and is being given pro forma effect,
the interest expense on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness).
If any Indebtedness bears, at the option of the Company or a Restricted Subsidiary, a rate of interest based on a prime or similar rate, a eurocurrency interbank offered rate or other fixed or floating rate, and such Indebtedness is being given pro
forma effect, the interest expense on such Indebtedness shall be calculated by applying such optional rate as the Company or such Restricted Subsidiary may designate. If any Indebtedness that is being given pro forma effect was Incurred under a
revolving credit facility, the interest expense on such Indebtedness shall be computed based upon the average daily 

  
 7 








 
balance of such Indebtedness during the applicable period. Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate determined in good faith by a responsible
financial or accounting Officer of the Company to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. 
 “Consolidated EBITDA” means, for any period, the Consolidated Net Income for such period, plus the following to the extent deducted in calculating such Consolidated Net Income, without
duplication: (i) provision for all taxes (whether or not paid, estimated or accrued) based on income, profits or capital, (ii) Consolidated Interest Expense and any Special Purpose Financing Fees, (iii) depreciation (excluding
Consolidated Vehicle Depreciation), amortization (including but not limited to amortization of goodwill and intangibles and amortization and write-off of financing costs) and all other non-cash charges or non-cash losses, (iv) any expenses or
charges related to any Equity Offering, Investment or Indebtedness permitted by this Indenture (whether or not consummated or incurred), and (v) the amount of any minority interest expense. 

“Consolidated Interest Expense” means, for any period, (i) the total interest expense of the Company and its
Restricted Subsidiaries to the extent deducted in calculating Consolidated Net Income, net of any interest income of the Company and its Restricted Subsidiaries, including without limitation any such interest expense consisting of (a) interest
expense attributable to Capitalized Lease Obligations, (b) amortization of debt discount, (c) interest in respect of Indebtedness of any other Person that has been Guaranteed by the Company or any Restricted Subsidiary, but only to the
extent that such interest is actually paid by the Company or any Restricted Subsidiary, (d) non-cash interest expense, (e) the interest portion of any deferred payment obligation and (f) commissions, discounts and other fees and
charges owed with respect to letters of credit and bankers’ acceptance financing, plus (ii) Preferred Stock dividends paid in cash in respect of Disqualified Stock of the Company held by Persons other than the Company or a Restricted
Subsidiary and minus (iii) to the extent otherwise included in such interest expense referred to in clause (i) above, (x) Consolidated Vehicle Interest Expense and (y) amortization or write-off of financing costs, in each case
under clauses (i) through (iii) as determined on a Consolidated basis in accordance with GAAP (to the extent applicable, in the case of Consolidated Vehicle Interest Expense); provided, that gross interest expense shall be
determined after giving effect to any net payments made or received by the Company and its Restricted Subsidiaries with respect to Interest Rate Agreements; provided, further, that notwithstanding the definition of “Consolidated Vehicle
Interest Expense,” “Consolidated Interest Expense” shall include the interest expense in respect of Indebtedness that is secured by Liens incurred pursuant to clause (v) of the definition of “Permitted Liens.”

 “Consolidated Net Income” means, for any period, the net income (loss) of the Company and its Restricted
Subsidiaries, determined on a Consolidated basis in accordance with GAAP and before any reduction in respect of Preferred Stock dividends; provided, that there shall not be included in such Consolidated Net Income: 

(i) any net income (loss) of any Person if such Person is not a Restricted Subsidiary, except that (A) subject to the
limitations contained in clause (iii) below, the Company’s equity in the net income of any such Person for such period shall be included 

  
 8 








 
in such Consolidated Net Income up to the aggregate amount actually distributed by such Person during such period to the Company or a Restricted Subsidiary as a dividend or other distribution
(subject, in the case of a dividend or other distribution to a Restricted Subsidiary, to the limitations contained in clause (ii) below) and (B) the Company’s equity in the net loss of such Person shall be included to the extent of
the aggregate Investment of the Company or any of its Restricted Subsidiaries in such Person; 
 (ii) solely for
purposes of determining the amount available for Restricted Payments under Section 409(a)(3)(A), any net income (loss) of any Restricted Subsidiary that is not a Subsidiary Guarantor or the Issuer if such Restricted Subsidiary is subject
to restrictions, directly or indirectly, on the payment of dividends or the making of similar distributions by such Restricted Subsidiary, directly or indirectly, to the Company by operation of the terms of such Restricted Subsidiary’s charter
or any agreement, instrument, judgment, decree, order, statute or governmental rule or regulation applicable to such Restricted Subsidiary or its stockholders (other than (x) restrictions that have been waived or otherwise released,
(y) restrictions pursuant to the Notes or this Indenture and (z) restrictions in effect on the Issue Date with respect to a Restricted Subsidiary and other restrictions with respect to such Restricted Subsidiary that taken as a whole are
not materially less favorable to the Noteholders than such restrictions in effect on the Issue Date), except that (A) subject to the limitations contained in clause (iii) below, the Company’s equity in the net income of any such
Restricted Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate amount of any dividend or distribution that was or that could have been made by such Restricted Subsidiary during such period to the Company
or another Restricted Subsidiary (subject, in the case of a dividend that could have been made to another Restricted Subsidiary, to the limitation contained in this clause) and (B) the net loss of such Restricted Subsidiary shall be included to
the extent of the aggregate Investment of the Company or any of its other Restricted Subsidiaries in such Restricted Subsidiary; 
 (iii) any gain or loss realized upon the sale or other disposition of any asset of the Company or any Restricted Subsidiary (including pursuant to any sale/leaseback transaction) that is not sold or
otherwise disposed of in the ordinary course of business (as determined in good faith by the Board); 
 (iv) the
cumulative effect of a change in accounting principles; 
 (v) all deferred financing costs written off and
premiums paid in connection with any early extinguishment of Indebtedness; 
 (vi) any unrealized gains or losses
in respect of Currency Agreements; 
 (vii) any unrealized foreign currency transaction gains or losses in
respect of Indebtedness of any Person denominated in a currency other than the functional currency of such Person; 

  
 9 








 (viii) any non-cash compensation charge arising from any grant of stock,
stock options or other equity based awards; 
 (ix) to the extent otherwise included in Consolidated Net Income,
any unrealized foreign currency translation or transaction gains or losses in respect of Indebtedness or other obligations of the Company or any Restricted Subsidiary owing to the Company or any Restricted Subsidiary; 

(x) any non-cash charge, expense or other impact attributable to application of the purchase method of accounting
(including the total amount of depreciation and amortization, cost of sales or other non-cash expense resulting from the write-up of assets to the extent resulting from such purchase accounting adjustments); and 

(xi) any item classified as an extraordinary, unusual or non-recurring gain, loss or charge, including any fees and
expenses and charges associated with the Separation Transactions, the Acquisition and any other acquisition, merger or consolidation after the Issue Date. 
 For purposes of this definition, whenever pro forma effect is to be given to any Sale, Purchase or other transaction, or the amount of income or earnings relating thereto, the pro forma calculations in
respect thereof (including without limitation in respect of anticipated cost savings or synergies relating to any such Sale, Purchase or other transaction) shall be as determined in good faith by a responsible financial or accounting Officer of the
Company. 
 “Consolidated Quarterly Tangible Assets” means, as of any date of determination, the total assets
less the sum of the goodwill, net, and “other intangibles, net,” in each case reflected on the consolidated balance sheet of the Company and its Restricted Subsidiaries as at the end of any fiscal quarter of the Company for which such a
balance sheet is available, determined on a Consolidated basis in accordance with GAAP (and, in the case of any determination relating to any incurrence of Indebtedness or any Investment, on a pro forma basis including any property or assets
being acquired in connection therewith). 
 “Consolidated Secured Indebtedness” means, as of any date of
determination, an amount equal to the Consolidated Total Indebtedness as of such date that in each case the payment of which is then secured by Liens on property or assets of the Company and its Restricted Subsidiaries (other than property or assets
held in a defeasance or similar trust or arrangement for the benefit of the Indebtedness secured thereby). 

“Consolidated Secured Leverage Ratio” means, as of any date of determination, the ratio of (x) Consolidated Secured
Indebtedness at such date to (y) the aggregate amount of Consolidated EBITDA for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which consolidated financial statements of the
Company are available, provided, that: 
 (1) if since the beginning of such period the Company or any
Restricted Subsidiary has Incurred any Consolidated Secured Indebtedness that remains outstanding 

  
 10 









 
on such date of determination or if the transaction giving rise to the need to calculate the Consolidated Secured Leverage Ratio is an Incurrence of Consolidated Secured Indebtedness,
Consolidated EBITDA and Consolidated Secured Indebtedness (to the extent it does not already include such Incurrence of Consolidated Secured Indebtedness) for such period shall be calculated after giving effect on a pro forma basis to such
Consolidated Secured Indebtedness as if such Consolidated Secured Indebtedness had been Incurred on the first day of such period (except that in making such computation, the amount of Consolidated Secured Indebtedness under any revolving credit
facility outstanding on the date of such calculation shall be computed based on (A) the average daily balance of such Consolidated Secured Indebtedness during such four fiscal quarters or such shorter period for which such facility was
outstanding or (B) if such facility was created after the end of such four fiscal quarters, the average daily balance of such Indebtedness during the period from the date of creation of such facility to the date of such calculation);

 (2) if since the beginning of such period Consolidated Secured Indebtedness has been Discharged or if the
transaction giving rise to the need to calculate the Consolidated Secured Leverage Ratio involves a Discharge of Consolidated Secured Indebtedness (in each case other than Indebtedness Incurred under any revolving credit facility unless such
Indebtedness has been permanently repaid), Consolidated EBITDA and Consolidated Secured Indebtedness (to the extent it does not already exclude such Discharge of Consolidated Secured Indebtedness) for such period shall be calculated after giving
effect on a pro forma basis to such Discharge of such Consolidated Secured Indebtedness, including with the proceeds of such new Consolidated Secured Indebtedness, as if such Discharge had occurred on the first day of such period; 

(3) if since the beginning of such period the Company or any Restricted Subsidiary shall have made a Sale, the
Consolidated EBITDA for such period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the assets that are the subject of such Sale for such period or increased by an amount equal to the Consolidated EBITDA
(if negative) attributable thereto for such period; 
 (4) if since the beginning of such period the Company or
any Restricted Subsidiary (by merger, consolidation or otherwise) shall have made a Purchase (including any Purchase occurring in connection with a transaction causing a calculation to be made hereunder), Consolidated EBITDA for such period shall be
calculated after giving pro forma effect thereto as if such Purchase occurred on the first day of such period; and 
 (5) if since the beginning of such period any Person became a Restricted Subsidiary or was merged or consolidated with or into the Company or any Restricted Subsidiary, and since the beginning of such
period such Person shall have made any Sale or Purchase that would have required an adjustment pursuant to clause (2), (3) or (4) above if made by the Company or a Restricted Subsidiary since the beginning of such period, Consolidated
EBITDA and Consolidated Secured Indebtedness for such period shall be calculated after giving pro forma effect thereto as if such Sale or Purchase occurred on the first day of such period. 

  
 11 









 For purposes of this definition, whenever pro forma effect is to be given to any Sale,
Purchase or other transaction, or the amount of income or earnings relating thereto, the pro forma calculations in respect thereof (including without limitation in respect of anticipated cost savings or synergies relating to any such Sale, Purchase
or other transaction) shall be as determined in good faith by a responsible financial or accounting Officer of the Company. 

“Consolidated Tangible Assets” means, as of any date of determination, the amount equal to (x) the sum of
Consolidated Quarterly Tangible Assets as at the end of each of the most recently ended four fiscal quarters of the Company for which a calculation thereof is available, divided by (y) four; provided that for purposes of
Section 407(b), Section 409 and the definition of “Permitted Investment,” Consolidated Tangible Assets shall not be deemed to be less than $10,646 million. 

“Consolidated Total Indebtedness” means, as of any date of determination, an amount equal to (1) the aggregate
principal amount of outstanding Indebtedness of the Company and its Restricted Subsidiaries (other than the Notes) as of such date consisting of (without duplication) Indebtedness for borrowed money (including Purchase Money Obligations and
unreimbursed outstanding drawn amounts under funded letters of credit); Capitalized Lease Obligations; debt obligations evidenced by bonds, debentures, notes or similar instruments; Disqualified Stock; and (in the case of any Restricted Subsidiary
that is not a Subsidiary Guarantor or the Issuer) Preferred Stock, determined on a Consolidated basis in accordance with GAAP (excluding items eliminated in Consolidation, and for the avoidance of doubt, excluding Hedging Obligations), minus
(2) the amount of such Indebtedness consisting of Indebtedness of a type referred to in, or Incurred pursuant to, Section 407(b)(ix) to the extent not Incurred to finance or refinance the acquisition of Rental Vehicles, and minus
(3) the Consolidated Vehicle Indebtedness as of such date. 
 “Consolidated Vehicle Depreciation” means,
for any period, depreciation on all Rental Vehicles (after adjustments thereto), to the extent deducted in calculating Consolidated Net Income for such period. 
 “Consolidated Vehicle Indebtedness” means, as of any date of determination, the amount equal to either (a) the sum of (x) the aggregate principal amount of then outstanding
Indebtedness of any Special Purpose Subsidiary that is a Restricted Subsidiary directly or indirectly Incurred to finance or refinance the acquisition of, or secured by, Rental Vehicles and/or related rights and/or assets plus (y) the aggregate
principal amount of other then outstanding Indebtedness of the Company and its Restricted Subsidiaries that is attributable to the financing or refinancing of Rental Vehicles and/or related rights and/or assets, as determined in good faith by the
Chief Financial Officer or an authorized Officer of the Company (which determination shall be conclusive) or, at the Company’s option, (b) 90% of the book value of Rental Vehicles of the Company and its Restricted Subsidiaries (such book
value being determined as of the end of the most recently ended fiscal month of the Company for which internal consolidated financial statements of the Company are available, on a pro forma basis including (x) any Rental Vehicles acquired by
the Company or any Restricted Subsidiary since the end of such fiscal month and (y) in the case of any determination relating to any Incurrence of Indebtedness, any Rental Vehicles being acquired by the Company or any Restricted Subsidiary in
connection therewith). 

  
 12 









 “Consolidated Vehicle Interest Expense” means, for any period, the sum of
(a) the aggregate interest expense for such period on any Indebtedness (including costs associated with letters of credit related to such Indebtedness) of any Special Purpose Subsidiary that is a Restricted Subsidiary directly or indirectly
Incurred to finance or refinance the acquisition of, or secured by, Rental Vehicles and/or related rights and/or assets plus (b) either (x) the aggregate interest expense for such period on other Indebtedness of the Company and its
Restricted Subsidiaries that is attributable to the financing or refinancing of Rental Vehicles and/or any related rights and/or assets, as determined in good faith by the Chief Financial Officer or an authorized Officer of the Company (which
determination shall be conclusive) or, at the Company’s option, (y) an amount of the total interest expense of the Company and its Restricted Subsidiaries for such period equal to (i) the Average Interest Rate for such period
multiplied by (ii) the amount equal to (1) 90% of the Average Book Value for such period of Rental Vehicles of the Company and its Restricted Subsidiaries minus (2) the Average Principal Amount for such period of any Indebtedness of
any Special Purpose Subsidiary that is a Restricted Subsidiary directly or indirectly Incurred to finance or refinance the acquisition of, or secured by, Rental Vehicles and/or related rights and/or assets. 

“Consolidation” means the consolidation of the accounts of each of the Restricted Subsidiaries with those of the Company
in accordance with GAAP; provided that “Consolidation” will not include consolidation of the accounts of any Unrestricted Subsidiary, but the interest of the Company or any Restricted Subsidiary in any Unrestricted Subsidiary will
be accounted for as an investment. The term “Consolidated” has a correlative meaning. 
 “Corporate Trust
Office” means the office of the Trustee at which at any particular time its corporate trust business shall be administered, which office on the Issue Date is located at One Liberty Plaza, 23rd Floor, New York, NY 10006. 

“Credit Facilities” means one or more of (i) the Senior Credit Facilities, and (ii) any other facilities or
arrangements designated by the Company, in each case with one or more banks or other lenders or institutions providing for revolving credit loans, term loans, receivables or fleet financings (including without limitation through the sale of
receivables or fleet assets to such institutions or to special purpose entities formed to borrow from such institutions against such receivables or fleet assets or the creation of any Liens in respect of such receivables or fleet assets in favor of
such institutions), letters of credit or other Indebtedness, in each case, including all agreements, instruments and documents executed and delivered pursuant to or in connection with any of the foregoing, including but not limited to any notes and
letters of credit issued pursuant thereto and any guarantee and collateral agreement, patent and trademark security agreement, mortgages or letter of credit applications and other guarantees, pledge agreements, security agreements and collateral
documents, in each case as the same may be amended, supplemented, waived or otherwise modified from time to time, or refunded, refinanced, restructured, replaced, renewed, repaid, increased or extended from time to time (whether in whole or in part,
whether with the original banks, lenders or institutions or other banks, lenders or institutions or otherwise, and whether provided under any original Credit 

  
 13 









 
Facility or one or more other credit agreements, indentures, financing agreements or other Credit Facilities or otherwise). Without limiting the generality of the foregoing, the term “Credit
Facility” shall include any agreement (i) changing the maturity of any Indebtedness Incurred thereunder or contemplated thereby, (ii) adding Subsidiaries as additional borrowers or guarantors thereunder, (iii) increasing the
amount of Indebtedness Incurred thereunder or available to be borrowed thereunder or (iv) otherwise altering the terms and conditions thereof. 
 “Currency Agreement” means, in respect of a Person, any foreign exchange contract, currency swap agreement, futures contract, option contract or other similar agreement or arrangements
(including derivative agreements or arrangements), as to which such Person is a party or a beneficiary. 

“Default” means any event or condition that is, or after notice or passage of time or both would be, an Event of
Default. 
 “Depositary” means any of Euroclear, Clearstream and their respective nominees and successors,
acting through itself or the Common Depositary. 
 “Designated Noncash Consideration” means the Fair Market
Value of noncash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Disposition that is so designated as Designated Noncash Consideration pursuant to an Officer’s Certificate, setting forth
the basis of such valuation. 
 “Disinterested Directors” means, with respect to any Affiliate Transaction, one
or more members of the Board of the Company, or one or more members of the Board of a Parent, having no material direct or indirect financial interest in or with respect to such Affiliate Transaction. A member of any such Board shall not be deemed
to have such a financial interest by reason of such member’s holding Capital Stock of the Company or any Parent or any options, warrants or other rights in respect of such Capital Stock. 

“Disqualified Stock” means, with respect to any Person, any Capital Stock that by its terms (or by the terms of any
security into which it is convertible or for which it is exchangeable or exercisable) or upon the happening of any event (other than following the occurrence of a Change of Control or other similar event described under such terms as a “change
of control,” or an Asset Disposition) (i) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise, (ii) is convertible or exchangeable for Indebtedness or Disqualified Stock or (iii) is redeemable
at the option of the holder thereof (other than following the occurrence of a Change of Control or other similar event described under such terms as a “change of control,” or an Asset Disposition), in whole or in part, in each case on or
prior to the final Stated Maturity of the Notes. 
 “Dollars” or “$” means dollars in lawful
currency of the United States of America. 
 “Domestic Subsidiary” means any Restricted Subsidiary of the
Company other than a Foreign Subsidiary. 

  
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 “Equity Offering” means a sale of Capital Stock (x) that is a sale of
Capital Stock of the Company or the Issuer (other than Disqualified Stock) or (y) proceeds of which in an amount equal to or exceeding the Redemption Amount are contributed to the equity capital of the Company or any of its Restricted
Subsidiaries. 
 “Equity Interests” means Capital Stock and all warrants, options, profits, interests, equity
appreciation rights or other rights to acquire or purchase Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock). 
 “Escrow Agent” means The Bank of Nova Scotia Trust Company of New York, as securities intermediary and escrow agent pursuant to the Escrow Agreement, until a successor replaces it in
accordance with the applicable provisions of the Escrow Agreement and thereafter means the successor serving thereunder. 

“Escrow Agreement” means the Escrow Agreement, dated as of March 7, 2013, among the Issuer, Indirect Parent, the
Trustee, the Escrow Agent and Citigroup Global Markets Limited as the representative of the initial purchasers party to the purchase agreement for the Notes. 
 “Escrow Security Agreement” means the Security Agreement, dated as of March 7, 2013, between the Issuer and the Trustee. 

“Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear System, or any successor securities clearing
agency. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 

“Escrow Expiration Date” means September 30, 2013. 

“Euros” or “€” means the lawful currency of the member states of the European Union that
participate in the third stage of the European Economic and Monetary Union. 
 “Fair Market Value” means, with
respect to any asset or property, the fair market value of such asset or property as determined in good faith by the Board, whose determination will be conclusive. 
 “Financing Disposition” means any sale, transfer, conveyance or other disposition of, or creation or incurrence of any Lien on, property or assets by the Company or any Subsidiary thereof
to or in favor of any Special Purpose Entity, or by any Special Purpose Subsidiary, in each case in connection with a financing by a Special Purpose Entity or in connection with the Incurrence by a Special Purpose Entity of Indebtedness or
obligations to make payments to the obligor on Indebtedness, which may be secured by a Lien in respect of such property or assets. 
 “Foreign Subsidiary” means (a) any Restricted Subsidiary of the Company that is not organized under the laws of the United States of America or any state thereof or the District of
Columbia, (b) any Restricted Subsidiary of a Restricted Subsidiary described in clause (a), and 

  
 15 









 
(c) any Restricted Subsidiary of the Company that has no material assets other than securities or Indebtedness of one or more Foreign Subsidiaries (or Subsidiaries thereof), and other assets
relating to an ownership interest in any such securities, Indebtedness or Subsidiaries. 
 “GAAP” means
generally accepted accounting principles in the United States of America as in effect on the Issue Date, including those set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as approved by a significant segment of the accounting profession. All ratios and computations based on GAAP
contained in this Indenture shall be computed in conformity to the extent possible with GAAP. 
 “Guarantee”
means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness or other obligation of any other Person; provided that the term “Guarantee” shall not include endorsements for
collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning. 
 “Guarantor” means the Indirect Parent, ABH, the Company and each Subsidiary Guarantor. 
 “Guarantor Subordinated Obligations” means, with respect to a Subsidiary Guarantor, any Indebtedness of such Subsidiary Guarantor (whether outstanding on the Issue Date or thereafter
Incurred) that is expressly subordinated in right of payment to the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee pursuant to a written agreement. 
 “Hedging Obligations” of any Person means the obligations of such Person pursuant to any Interest Rate Agreement, Currency Agreement or Commodities Agreement. 

“Holder” or “Noteholder” means the Person in whose name a Note is registered in the Note Register.

 “Incur” means issue, assume, enter into any Guarantee of, incur or otherwise become liable for; and the
terms “Incurs,” “Incurred” and “Incurrence” shall have a correlative meaning; provided, that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether
by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary. Accrual of interest, the accretion of accreted value and the payment of interest in the
form of additional Indebtedness will not be deemed to be an Incurrence of Indebtedness. Any Indebtedness issued at a discount (including Indebtedness on which interest is payable through the issuance of additional Indebtedness) shall be deemed
Incurred at the time of original issuance of the Indebtedness at the initial accreted amount thereof. 

“Indebtedness” means, with respect to any Person on any date of determination (without duplication): 

(i) the principal of indebtedness of such Person for borrowed money; 

  
 16 









 (ii) the principal of obligations of such Person evidenced by bonds,
debentures, notes or other similar instruments; 
 (iii) the principal component of all reimbursement obligations
of such Person in respect of letters of credit, bankers’ acceptances or other similar instruments (except to the extent such reimbursement obligation relates to a Trade Payable or similar liability and such obligation is satisfied within
30 days of Incurrence); 
 (iv) the principal component of all obligations of such Person to pay the
deferred and unpaid purchase price of property (except Trade Payables), which purchase price is due more than one year after the date of placing such property in final service or taking final delivery and title thereto; 

(v) all Capitalized Lease Obligations of such Person; 

(vi) the redemption, repayment or other repurchase amount of such Person with respect to any Disqualified Stock of such
Person or (if such Person is a Subsidiary of the Company other than a Subsidiary Guarantor or the Issuer) any Preferred Stock of such Subsidiary, but excluding, in each case, any accrued dividends (the amount of such obligation to be equal at any
time to the maximum fixed involuntary redemption, repayment or repurchase price for such Capital Stock, or if less (or if such Capital Stock has no such fixed price), to the involuntary redemption, repayment or repurchase price thereof calculated in
accordance with the terms thereof as if then redeemed, repaid or repurchased, and if such price is based upon or measured by the fair market value of such Capital Stock, such fair market value shall be as determined in good faith by the Board or the
board of directors or other governing body of the issuer of such Capital Stock); 
 (vii) the principal component
of all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; provided that the amount of Indebtedness of such Person shall be the lesser of (A) the fair market
value of such asset at such date of determination (as determined in good faith by the Company) and (B) the amount of such Indebtedness of such other Persons; 

(viii) the principal component of Indebtedness of other Persons, to the extent Guaranteed by such Person; and 

(ix) to the extent not otherwise included in this definition, net Hedging Obligations of such Person (the amount of any
such obligation to be equal at any time to the termination value of such agreement or arrangement giving rise to such Hedging Obligation that would be payable by such Person at such time). 

The amount of Indebtedness of any Person at any date shall be determined as set forth above or otherwise provided in this Indenture, or
otherwise shall equal the amount thereof that would appear as a liability on a balance sheet of such Person (excluding any notes thereto) prepared in accordance with GAAP. 

  
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 “Indirect Parent” means Avis Budget Group, Inc., a corporation organized
under the laws of the State of Delaware. 
 “Initial Notes” means the 6.00% Notes issued on the Issue Date (and
any Notes issued in respect thereof pursuant to Section 304, 305, 306, 312(c), 312(d) or 1008). 
 “interest,” with respect to the Notes, means interest on the Notes and, except for purposes of Article IX, additional or special interest pursuant to the terms of any Note. 

“Interest Payment Date” means, when used with respect to any Note and any installment of interest thereon, the date
specified in such Note as the fixed date on which such installment of interest is due and payable, as set forth in such Note. 

“Interest Period” means the period commencing on and including an Interest Payment Date and ending on and including the
day immediately preceding the next succeeding Interest Payment Date, with the exception that the first Interest Period shall commence on and include the Issue Date and end on and include August 31, 2013. 

“Interest Rate Agreement” means, with respect to any Person, any interest rate protection agreement, future agreement,
option agreement, swap agreement, cap agreement, collar agreement, hedge agreement or other similar agreement or arrangement (including derivative agreements or arrangements), as to which such Person is party or a beneficiary. 

“Inventory” means goods held for sale, lease or use by a Person in the ordinary course of business, net of any reserve
for goods that have been segregated by such Person to be returned to the applicable vendor for credit, as determined in accordance with GAAP. 
 “Investment” in any Person by any other Person means any direct or indirect advance, loan or other extension of credit (other than to customers, dealers, licensees, franchisees,
suppliers, directors, officers or employees of any Person in the ordinary course of business) or capital contribution (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of
others) to, or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by, such Person. For purposes of the definition of “Unrestricted Subsidiary” and Section 409 only,
(i) “Investment” shall include the portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair Market Value of the net assets of any Subsidiary of the Company at the time that such Subsidiary is
designated an Unrestricted Subsidiary, provided that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an
amount (if positive) equal to (x) the Company’s “Investment” in such Subsidiary at the time of such redesignation less (y) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the Fair
Market Value of the net assets of such Subsidiary at the time of such redesignation, and (ii) any property transferred to or from an Unrestricted Subsidiary shall be valued at its Fair Market Value at the time of such transfer. Guarantees shall
not be deemed to be Investments. The amount of any Investment outstanding at any time shall be the original cost of such Investment, reduced (at the Company’s option) by any dividend, distribution, interest


  
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payment, return of capital, repayment or other amount or value received in respect of such Investment; provided, that to the extent that the amount of Restricted Payments outstanding at
any time is so reduced by any portion of any such amount or value that would otherwise be included in the calculation of Consolidated Net Income, such portion of such amount or value shall not be so included for purposes of calculating the amount of
Restricted Payments that may be made pursuant to Section 409(a). 
 “Issue Date” means the first
date on which Notes are issued. 
 “Issuer” means the party named as such in the first paragraph of this
Indenture and any and all successors thereto. 
 “Issuer Request” and “Issuer Order” mean,
respectively, a written request, or order signed in the name of the Issuer by an Officer of the Issuer. 

“Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional
sale or other title retention agreement or lease in the nature thereof). 
 “Management Advances” means loans
or advances made to directors, officers or employees of any Parent, the Company or any Restricted Subsidiary (x) in respect of travel, entertainment or moving-related expenses incurred in the ordinary course of business, (y) in respect of
moving-related expenses incurred in connection with any closing or consolidation of any facility, or (z) in the ordinary course of business and (in the case of this clause (z)) not exceeding $5.0 million in the aggregate outstanding at any
time. 
 “Mandatory Redemption Notice Date” shall mean the date that the Escrow Agent notifies the Trustee in
writing that the Notes are to be redeemed pursuant to the Special Mandatory Redemption described in Section 1009. 

“Merger Agreement” means the Agreement and Plan of Merger, dated as of December 31, 2012, by and among the Indirect
Parent, Millennium Acquisition Sub, Inc., a wholly owned subsidiary of Indirect Parent, and Zipcar, Inc. as the same may be amended, provided, that such amendments are not, in the aggregate, as determined in good faith by the Board,
materially adverse to the Company and its subsidiaries (after giving effect to the Acquisition), taken as a whole, or to the Holders. 
 “Moody’s” means Moody’s Investors Service, Inc., and its successors. 
 “Net Available Cash” from an Asset Disposition means an amount equal to all cash payments received (including any cash payments received by way of deferred payment of principal pursuant
to a note or installment receivable or otherwise, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring person of Indebtedness or other obligations relating to the properties or
assets that are the subject of such Asset Disposition or received in any other non-cash form) therefrom, in each case net of (i) all legal, accounting, investment banking, title and recording tax expenses, commissions and other fees and
expenses incurred, and all federal, state, provincial, foreign and 

  
 19 









 
local taxes required to be paid or to be accrued as a liability under GAAP, as a consequence of such Asset Disposition (including as a consequence of any transfer of funds in connection with the
application thereof in accordance with Section 411), (ii) all payments made, and all installment payments required to be made, on any Indebtedness that is secured by any assets subject to such Asset Disposition, in accordance with
the terms of any Lien upon such assets, or that must by its terms, or in order to obtain a necessary consent to such Asset Disposition, or by applicable law, be repaid out of the proceeds from such Asset Disposition, (iii) all distributions and
other payments required to be made to minority interest holders in Subsidiaries or joint ventures as a result of such Asset Disposition, or to any other Person (other than the Company or a Restricted Subsidiary) owning a beneficial interest in the
assets disposed of in such Asset Disposition, (iv) the deduction of appropriate amounts to be provided by the Seller as a reserve, in accordance with GAAP, against any liabilities, (v) any liabilities or obligations associated with the
assets disposed of in such Asset Disposition and retained by the Company or any Restricted Subsidiary after such Asset Disposition, including without limitation pension and other post-employment benefit liabilities, liabilities related to
environmental matters, and liabilities relating to any indemnification obligations associated with such Asset Disposition, and (vi) the amount of any purchase price or similar adjustment (x) claimed by any Person to be owed by the Company
or any Restricted Subsidiary, until such time as such claim shall have been settled or otherwise finally resolved, or (y) paid or payable by the Company or any Restricted Subsidiary, in either case in respect of such Asset Disposition.

 “Net Cash Proceeds” means, with respect to any issuance or sale of any securities of the Company or any
Subsidiary by the Company or any Subsidiary, or any capital contribution, an amount equal to all the cash proceeds of such issuance, sale or contribution net of attorneys’ fees, accountants’ fees, underwriters’ or placement
agents’ fees, listing fees, discounts or commissions and brokerage, consultant and other fees and charges actually incurred in connection with such issuance, sale or contribution and net of taxes paid or payable as a result thereof. 

“Non-U.S. Person” means a Person who is not a U.S. person, as defined in Regulation S. 

“Notes” means the Initial Notes, any Additional Notes and any Notes issued pursuant to Section 304,
305, 306, 312(c), 312(d) or 1008. 
 “Obligations” means, with respect to
any Indebtedness, any principal, premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company or any Restricted Subsidiary whether or not a claim for
post-filing interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations, Guarantees of such Indebtedness (or of Obligations in respect thereof), other monetary obligations of any nature and all other amounts payable
thereunder or in respect thereof. 
 “Offering Memorandum” means the offering memorandum, dated
February 28, 2013, relating to the sale of the Initial Notes. 

  
 20 









 “Officer” means, with respect to the Company, the Issuer or any other
obligor upon the Notes, the Chairman of the Board, the President, the Chief Executive Officer, the Chief Financial Officer, any Vice President, the Controller, the Treasurer or the Secretary (a) of such Person or (b) if such Person is
owned or managed by a single entity, of such entity (or any other individual designated as an “Officer” for the purposes of this Indenture by the Board). 
 “Officer’s Certificate” means, with respect to the Company, the Issuer or any other obligor upon the Notes, a certificate signed by one Officer of such Person. 

“Opinion of Counsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel
may be an employee of or counsel to the Issuer, the Company, any Parent or the Trustee. 
 “Outstanding,” when
used with respect to Notes means, as of the date of determination, all Notes theretofore authenticated and delivered under this Indenture, except: 
 (i) Notes theretofore cancelled by the Trustee or delivered to the Trustee for cancellation; 
 (ii) Notes for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent in trust for the Holders of such Notes, provided that,
if such Notes are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor reasonably satisfactory to the Trustee has been made; and 

(iii) Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this
Indenture. 
 A Note does not cease to be Outstanding because the Issuer, the Company or any Affiliate of the Company holds the
Note, provided that in determining whether the Holders of the requisite amount of Outstanding Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Notes owned by the Issuer, the Company or any
Affiliate of the Company shall be disregarded and deemed not to be Outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such request, demand, authorization, direction, notice, consent or
waiver, only Notes which the Trustee actually knows are so owned shall be so disregarded. Notes so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the reasonable satisfaction of the Trustee the
pledgee’s right to act with respect to such Notes and that the pledgee is not the Issuer, the Company or an Affiliate of the Company. 
 “Parent” means any of the Indirect Parent and any Other Parent and any other Person that is a Subsidiary of the Indirect Parent, or any Other Parent and of which the Company is a
Subsidiary. As used herein, “Other Parent” means a Person of which the Company becomes a Subsidiary after the Issue Date, provided that either (x) immediately after the Company first becomes a Subsidiary of such Person, more
than 50% of the Voting Stock of such Person shall be held by one or more Persons that held more than 50% of the Voting Stock of a Parent of the 

  
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Company immediately prior to the Company first becoming such Subsidiary or (y) such Person shall be deemed not to be an Other Parent for the purpose of determining whether a Change of
Control shall have occurred by reason of the Company first becoming a Subsidiary of such Person. 
 “Parent
Expenses” means (i) costs (including all professional fees and expenses) incurred by any Parent in connection with its reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any
governmental, regulatory or self-regulatory body or stock exchange, this Indenture or any other agreement or instrument relating to Indebtedness of the Company or any Restricted Subsidiary, including in respect of any reports filed with respect to
the Securities Act, Exchange Act or the respective rules and regulations promulgated thereunder, (ii) corporate overhead expenses Incurred in the ordinary course of business, and to pay salaries or other compensation of employees who perform
services for any Parent or for both such Parent and the Company, (iii) expenses incurred by any Parent in connection with the acquisition, development, maintenance, ownership, prosecution, protection and defense of its intellectual property and
associated rights (including but not limited to trademarks, service marks, trade names, trade dress, patents, copyrights and similar rights, including registrations and registration or renewal applications in respect thereof; inventions, processes,
designs, formulae, trade secrets, know-how, confidential information, computer software, data and documentation, and any other intellectual property rights; and licenses of any of the foregoing) to the extent such intellectual property and
associated rights relate to the business or businesses of the Company or any Subsidiary thereof, (iv) indemnification obligations of any Parent owing to directors, officers, employees or other Persons under its charter or by-laws or pursuant to
written agreements with any such Person, (v) other operational and tax expenses of any Parent incurred on behalf of the Company in the ordinary course of business, including obligations in respect of director and officer insurance (including
premiums therefor); it being understood for purposes of this definition, that all operational and tax expenses of any Parent are deemed to be incurred on behalf of the Company if the Company’s activities represent substantially all of the
operating activities of any Parent and all of its Subsidiaries, and (vi) fees and expenses incurred by any Parent in connection with any offering of Capital Stock or Indebtedness, (x) where the net proceeds of such offering are intended to
be received by or contributed or loaned to the Company or a Restricted Subsidiary, or (y) in a prorated amount of such expenses in proportion to the amount of such net proceeds intended to be so received, contributed or loaned, or
(z) otherwise on an interim basis prior to completion of such offering so long as any Parent shall cause the amount of such expenses to be repaid to the Company or the relevant Restricted Subsidiary out of the proceeds of such offering promptly
if completed. 
 “Parent Guarantee” means the Guarantees of the notes by the Parent Guarantors. 

“Parent Guarantors” means, collectively, the Indirect Parent, ABH and the Company. 

“Paying Agent” means any Person authorized by the Company to pay the principal of (and premium, if any) or interest on
any Notes on behalf of the Company; provided that neither the Company nor any of its Affiliates shall act as Paying Agent for purposes of Section 1009, Section 1102 or Section 1205. 

  
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 “Permitted Holder” means any Person acting in the capacity of an
underwriter in connection with a public or private offering of Voting Stock of any Parent, the Company or the Issuer. In addition, any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) whose status as a
“beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) constitutes or results in a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of the Indenture,
together with its Affiliates, shall thereafter constitute Permitted Holders. 
 “Permitted Investment” means an
Investment by the Company or any Restricted Subsidiary in, or consisting of, any of the following: 
 (i) a
Restricted Subsidiary, the Company, or a Person that will, upon the making of such Investment, become a Restricted Subsidiary so long as such Person is primarily engaged in a Related Business; 

(ii) another Person if as a result of such Investment such other Person is merged or consolidated with or into, or
transfers or conveys all or substantially all its assets to, or is liquidated into, the Company or a Restricted Subsidiary so long as such Person is primarily engaged in a Related Business; 

(iii) Temporary Cash Investments or Cash Equivalents; 

(iv) receivables owing to the Company or any Restricted Subsidiary, if created or acquired in the ordinary course of
business; 
 (v) any securities or other Investments received as consideration in, or retained in connection
with, sales or other dispositions of property or assets, including Asset Dispositions made in compliance with Section 411; 
 (vi) securities or other Investments received in settlement of debts created in the ordinary course of business and owing to, or of other claims asserted by, the Company or any Restricted Subsidiary, or
as a result of foreclosure, perfection or enforcement of any Lien, or in satisfaction of judgments, including in connection with any bankruptcy proceeding or other reorganization of another Person; 

(vii) Investments in existence or made pursuant to legally binding written commitments in existence on the Issue Date;

 (viii) Currency Agreements, Interest Rate Agreements, Commodities Agreements and related Hedging Obligations,
which obligations are Incurred in compliance with Section 407; 
 (ix) pledges or deposits
(x) with respect to leases or utilities in the ordinary course of business or (y) otherwise described in the definition of “Permitted Liens” or made in connection with Liens permitted under Section 413; 

  
 23 









 (x) (1) Investments in a Subsidiary, consisting of a demand note or
promissory note of the Company or a Restricted Subsidiary issued in favor of or for the benefit of a Special Purpose Subsidiary and which serves solely as credit enhancement for any vehicle-related financing in such Special Purpose Subsidiary,
(2) Investments by a Special Purpose Subsidiary which is a Restricted Subsidiary in any such demand note or other promissory note issued by the Company, any Restricted Subsidiary or any Parent to such Special Purpose Subsidiary which is a
Restricted Subsidiary, provided that if such Parent receives cash from the relevant Special Purpose Entity in exchange for such note, an equal cash amount is contributed by any Parent to the Company and (3) Investments made between
Restricted Subsidiaries in connection with, or relating to, a Canadian Special Purpose Financing; 
 (xi) bonds
secured by assets leased to and operated by the Company or any Restricted Subsidiary that were issued in connection with the financing of such assets so long as the Company or any Restricted Subsidiary may obtain title to such assets at any time by
paying a nominal fee, canceling such bonds and terminating the transaction; 
 (xii) the Notes; 

(xiii) any Investment to the extent made using Capital Stock of the Company (other than Disqualified Stock) or Capital
Stock of any Parent as consideration; 
 (xiv) Management Advances; 

(xv) Investments consisting of, or arising out of or related to, Vehicle Rental Concession Rights (including any
Investments referred to in the definition of the term “Vehicle Rental Concession Rights”); 

(xvi) any transaction to the extent it constitutes an Investment that is permitted by and made in accordance with
Section 412(b) (except transactions described in clauses (i), (v) and (vi) of such paragraph); 
 (xvii) other Investments in an aggregate amount outstanding at any time not to exceed 1.0% of Consolidated Tangible Assets; 

(xviii) Equity Interests, obligations or securities received in settlement of debts created in the ordinary course of
business and owing to the Company or any Restricted Subsidiary or in satisfaction of judgments or pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of a debtor; and 

(xix) endorsements of negotiable instruments and documents in the ordinary course of business or pledges or deposits
permitted under clause (c) of the definition of “Permitted Liens.” 
 If any Investment pursuant to clause
(xvii) above is made in any Person that is not a Restricted Subsidiary and such Person thereafter becomes a Restricted Subsidiary, such Investment shall thereafter be deemed to have been made pursuant to clause (i) above and not clause
(xvii) above for so long as such Person continues to be a Restricted Subsidiary. 

  
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 “Permitted Liens” means: 

(a) Liens for taxes, assessments or other governmental charges not yet delinquent or the nonpayment of which in the
aggregate would not reasonably be expected to have a material adverse effect on the Company and its Restricted Subsidiaries or that are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are
maintained on the books of the Company or a Subsidiary thereof, as the case may be, in accordance with GAAP; 

(b) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other
like Liens arising in the ordinary course of business in respect of obligations that are not overdue for a period of more than 60 days or that are bonded or that are being contested in good faith and by appropriate proceedings; 

(c) pledges, deposits or Liens in connection with workers’ compensation, unemployment insurance and other social
security and other similar legislation or other insurance-related obligations (including, without limitation, pledges or deposits securing liability to insurance carriers under insurance or self-insurance arrangements); 

(d) pledges, deposits or Liens to secure the performance of bids, tenders, trade, government or other contracts (other
than for borrowed money), obligations for utilities, leases, licenses, statutory obligations, completion guarantees, surety, judgment, appeal or performance bonds, other similar bonds, instruments or obligations, and other obligations of a like
nature incurred in the ordinary course of business; 
 (e) easements (including reciprocal easement agreements),
rights-of-way, building, zoning and similar restrictions, utility agreements, covenants, reservations, restrictions, encroachments, charges, and other similar encumbrances or title defects incurred, or leases or subleases granted to others, in the
ordinary course of business, which do not in the aggregate materially interfere with the ordinary conduct of the business of the Company and its Subsidiaries, taken as a whole; 

(f) Liens existing on, or provided for under written arrangements existing on, the Issue Date, or (in the case of any such
Liens securing Indebtedness of the Company or any of its Subsidiaries existing or arising under written arrangements existing on the Issue Date) securing any Refinancing Indebtedness in respect of such Indebtedness so long as the Lien securing such
Refinancing Indebtedness is limited to all or part of the same property, assets or substitute assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or under such written arrangements could
secure) the original Indebtedness; provided that liens incurred under the Senior Credit Facilities or any Refinancing Indebtedness with respect thereto shall not be deemed to be permitted under this clause (f); 

  
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 (g) (i) mortgages, liens, security interests, restrictions,
encumbrances or any other matters of record that have been placed by any developer, landlord or other third party on property over which the Company or any Restricted Subsidiary of the Company has easement rights or on any leased property and
subordination or similar agreements relating thereto and (ii) any condemnation or eminent domain proceedings affecting any real property; 
 (h) Liens securing Indebtedness (including Liens securing any Obligations in respect thereof) consisting of Hedging Obligations, Purchase Money Obligations or Capitalized Lease Obligations Incurred in
compliance with Section 407; 
 (i) Liens arising out of judgments, decrees, orders or awards in
respect of which the Company shall in good faith be prosecuting an appeal or proceedings for review, which appeal or proceedings shall not have been finally terminated, or if the period within which such appeal or proceedings may be initiated shall
not have expired; 
 (j) leases, subleases, licenses or sublicenses (including, without limitation, real property
and intellectual property rights) to third parties; 
 (k) Liens securing Indebtedness (including Liens securing
any Obligations in respect thereof) consisting of (1) Indebtedness Incurred in compliance with Section 407(b)(i), Section 407(b)(iv), Section 407(b)(v), Section 407(b)(vii),
Section 407(b)(viii) or Section 407(b)(ix), or Section 407(b)(iii) (other than Refinancing Indebtedness Incurred in respect of Indebtedness described in Section 407(a)), (2) Bank Indebtedness
Incurred in compliance with Section 407(b), (3) the Notes, (4) Indebtedness of any Restricted Subsidiary that is not a Subsidiary Guarantor, and (5) Indebtedness or other obligations of any Special Purpose Entity;

 (l) Liens existing on property or assets of a Person at the time such Person becomes a Subsidiary of the
Company (or at the time the Company or a Restricted Subsidiary acquires such property or assets, including any acquisition by means of a merger or consolidation with or into the Company or any Restricted Subsidiary); provided, however, that such
Liens are not created in connection with, or in contemplation of, such other Person becoming such a Subsidiary (or such acquisition of such property or assets), and that such Liens are limited to all or part of the same property or assets (plus
improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements under which such Liens arose, could secure) the obligations to which such Liens relate; 

(m) Liens on Capital Stock, Indebtedness or other securities of an Unrestricted Subsidiary that secure Indebtedness or
other obligations of such Unrestricted Subsidiary; 
 (n) any encumbrance or restriction (including, but not
limited to, put and call agreements) with respect to Capital Stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement; 

  
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 (o) Liens securing Indebtedness (including Liens securing any Obligations in
respect thereof) consisting of Refinancing Indebtedness Incurred in respect of any Indebtedness secured by, or securing any refinancing, refunding, extension, renewal or replacement (in whole or in part) of any other obligation secured by, any other
Permitted Liens, provided that any such new Lien is limited to all or part of the same property or assets or replacements thereof (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or,
under the written arrangements under which the original Lien arose, could secure) the obligations to which such Liens relate, other than Liens incurred in compliance with clause (k) above or clause (v) below; 

(p) Liens (1) arising by operation of law (or by agreement to the same effect) in the ordinary course of business,
(2) on property or assets under construction (and related rights) in favor of a contractor or developer or arising from progress or partial payments by a third party relating to such property or assets, (3) on cash set aside at the time of
the Incurrence of any Indebtedness or government securities purchased with such cash, in either case to the extent that such cash or government securities prefund the payment of interest on such Indebtedness and are held in an escrow account or
similar arrangement to be applied for such purpose, (4) securing or arising by reason of any netting or set-off arrangement entered into in the ordinary course of banking or other trading activities, (5) in favor of the Company or any
Subsidiary (other than Liens on property or assets of the Company or any Subsidiary Guarantor in favor of any Subsidiary that is not a Subsidiary Guarantor), (6) arising out of conditional sale, title retention, consignment or similar
arrangements for the sale of goods entered into in the ordinary course of business, (7) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft, cash pooling or similar obligations incurred in the ordinary course of
business, (8) attaching to commodity trading or other brokerage accounts incurred in the ordinary course of business, (9) on receivables (including related rights) or (10) arising in connection with repurchase agreements permitted
under Section 407 on assets that are the subject of such repurchase agreements; 
 (q) Liens on or
under, or arising out of or relating to, any Vehicle Rental Concession Rights; 
 (r) other Liens securing
obligations, which obligations do not exceed $50.0 million at any time outstanding; 
 (s) Liens securing
Indebtedness (including Liens securing any Obligations in respect thereof) consisting of Indebtedness Incurred in compliance with Section 407 not to exceed $25 million; 

(t) any interest or title of a lessor under any Capitalized Lease Obligation or operating lease; 

(u) Liens securing the Notes and Subsidiary Guarantees; 

  
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 (v) Liens securing Indebtedness which is secured by Rental Vehicles so long
as the aggregate amount of Indebtedness secured by such Rental Vehicles does not exceed the sum of (i) 75% of the estimated value of such Rental Vehicles and (ii) the aggregate amount of letters of credit supporting such Indebtedness; and

 (w) Liens securing Indebtedness (including Liens securing any Obligations in respect thereof) consisting of
Indebtedness Incurred in compliance with Section 407, provided that on the date of the Incurrence of such Indebtedness after giving effect to such Incurrence (or on the date of the initial borrowing of such Indebtedness after
giving pro forma effect to the Incurrence of the entire committed amount of such Indebtedness), the Consolidated Secured Leverage Ratio shall not exceed 4.0 to 1.0. 
 “Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, limited liability company, trust, unincorporated organization, government or any
agency or political subdivision thereof or any other entity. 
 “Place of Payment” means a city or any
political subdivision thereof in which any Paying Agent appointed pursuant to Article III is located. 

“Predecessor Notes” of any particular Note means every previous Note evidencing all or a portion of the same debt as
that evidenced by such particular Note; and, for the purposes of this definition, any Note authenticated and delivered under Section 306 in lieu of a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same debt as
the mutilated, lost, destroyed or stolen Note. 
 “Preferred Stock” as applied to the Capital Stock of any
corporation means Capital Stock of any class or classes (however designated) that by its terms is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such
corporation, over shares of Capital Stock of any other class of such corporation. 
 “Public Facility” means
(i) any airport; marine port; rail, subway, bus or other transit stop, station or terminal; stadium; convention center; or military camp, fort, post or base or (ii) any other facility owned or operated by any nation or government or
political subdivision thereof, or agency, authority or other instrumentality of any thereof, or other entity exercising regulatory, administrative or other functions of or pertaining to government, or any organization of nations (including the
United Nations, the European Union and the North Atlantic Treaty Organization). 
 “Public Facility Operator”
means a Person that grants or has the power to grant a Vehicle Rental Concession. 
 “Purchase Money
Obligations” means any Indebtedness Incurred to finance or refinance the acquisition, leasing, construction or improvement of property (real or personal) or assets, and whether acquired through the direct acquisition of such property or
assets or the acquisition of the Capital Stock of any Person owning such property or assets, or otherwise; 

  
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provided that for purposes of Section 407(b)(iv), the term “Purchase Money Obligations” shall not include Indebtedness to the extent Incurred to finance or refinance
the direct acquisition of Inventory or Vehicles (not acquired through the acquisition of Capital Stock of any Person owning property or assets, or through the acquisition of property or assets, that include Inventory or Vehicles). 

“QIB” or “Qualified Institutional Buyer” means a “qualified institutional buyer,” as that
term is defined in Rule 144A. 
 “Receivable” means a right to receive payment pursuant to an arrangement with
another Person pursuant to which such other Person is obligated to pay, as determined in accordance with GAAP. 

“Redemption Date,” when used with respect to any Note to be redeemed or purchased, means the date fixed for such
redemption or purchase by or pursuant to this Indenture and the Notes. 
 “refinance” means refinance, refund,
replace, renew, repay, modify, restate, defer, substitute, supplement, reissue, resell or extend (including pursuant to any defeasance or discharge mechanism); and the terms “refinances,” “refinanced” and “refinancing”
as used for any purpose in this Indenture shall have a correlative meaning. 
 “Refinancing Indebtedness” means
Indebtedness that is Incurred to refinance any Indebtedness existing on the date of this Indenture or Incurred in compliance with this Indenture (including Indebtedness of the Company that refinances Indebtedness of any Restricted Subsidiary (to the
extent permitted in this Indenture) and Indebtedness of any Restricted Subsidiary that refinances Indebtedness of another Restricted Subsidiary) including Indebtedness that refinances Refinancing Indebtedness; provided, that (1) if the
Indebtedness being refinanced is Subordinated Obligations or Guarantor Subordinated Obligations, the Refinancing Indebtedness has a final Stated Maturity at the time such Refinancing Indebtedness is Incurred that is equal to or greater than the
final Stated Maturity of the Indebtedness being refinanced (or if shorter, the Notes), (2) such Refinancing Indebtedness is Incurred in an aggregate principal amount (or if issued with original issue discount, an aggregate issue price) that is
equal to or less than the sum of (x) the aggregate principal amount (or if issued with original issue discount, the aggregate accreted value) then outstanding of the Indebtedness being refinanced, plus (y) fees, underwriting discounts,
premiums and other costs and expenses incurred in connection with such Refinancing Indebtedness and (3) Refinancing Indebtedness shall not include (x) Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor or the Issuer
that refinances Indebtedness of the Company or a Subsidiary Guarantor that could not have been initially Incurred by such Restricted Subsidiary pursuant to Section 407 or (y) Indebtedness of the Company or a Restricted Subsidiary
that refinances Indebtedness of an Unrestricted Subsidiary. 
 “Regular Record Date” for the interest payable
on any Interest Payment Date means the date specified for that purpose in Section 301. 
 “Regulation
S” means Regulation S under the Securities Act. 

  
 29 









 “Regulation S Certificate” means a certificate substantially in the form
attached hereto as Exhibit D. 
 “Related Business” means those businesses in which the Company or any
of its Subsidiaries is engaged on the date of this Indenture, or that are related, complementary, incidental or ancillary thereto or extensions, developments or expansions thereof. 

“Related Taxes” means any and all Taxes required to be paid by any Parent other than Taxes directly attributable to
(i) the income of any entity other than any Parent, the Company or any of its Subsidiaries, (ii) owning stock or other equity interests of any corporation or other entity other than any Parent, the Company or any of its Subsidiaries or
(iii) withholding taxes on payments actually made by any Parent other than to another Parent, the Company or any of its Subsidiaries. 
 “Rental Vehicles” means all passenger Vehicles owned by or leased to the Company or any Subsidiary that are or have been offered for lease or rental by any of the Company and its
Restricted Subsidiaries in their vehicle rental operations (and not, for the avoidance of doubt, in connection with any business or operations involving the leasing or renting of other types of Vehicles), including any such Vehicles being held for
sale. 
 “Representative Amount” means a principal amount of not less than U.S. $1,000,000 for a single
transaction in the relevant market at the relevant time. 
 “Resale Restriction Termination Date” means, with
respect to any Note, the date that is the later of (1) the date that is one year after the later of (a) the original issue date in respect of such Note and (b) the last date on which the Company or any Affiliate of the Company was the
owner of such Note (or any Predecessor Note thereto), or such shorter period of time as permitted by Rule 144 under the Securities Act, or any successor provision thereto, with respect to the resale by non-affiliates of Restricted Securities without
restriction, and (2) such later date, if any, as may be required by applicable laws. 
 “Responsible
Officer” when used with respect to the Trustee means the chairman or vice-chairman of the board of directors, the chairman or vice-chairman of the executive committee of the board of directors, the president, any vice president or assistant
vice president, the secretary, any assistant secretary, the treasurer, any assistant treasurer, the cashier, any assistant cashier, any trust officer or assistant trust officer, the controller and any assistant controller or any other officer of the
Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject. 
 “Restricted Payment Transaction” means any
Restricted Payment permitted pursuant to Section 409, any Permitted Payment, any Permitted Investment, or any transaction specifically excluded from the definition of the term “Restricted Payment” (including pursuant to the
exception contained in clause (i) and the parenthetical exclusions contained in clauses (ii) and (iii) of such definition). 

  
 30 









 “Restricted Security” has the meaning assigned to such term in Rule
144(a)(3) under the Securities Act; provided, however, that the Trustee shall be entitled to receive, at its request, and conclusively rely on an Opinion of Counsel with respect to whether any Note constitutes a Restricted Security.

 “Restricted Subsidiary” means any Subsidiary of the Company other than an Unrestricted Subsidiary,
including, for the avoidance of doubt, the Issuer. 
 “Rule 144A” means Rule 144A under the Securities Act.

 “S&P” means Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies,
Inc., and its successors. 
 “SEC” means the Securities and Exchange Commission. 

“Securities Act” means the Securities Act of 1933, as amended. 

“Senior Credit Facilities” or “Senior Credit Agreement” means the senior secured credit facilities,
dated as of May 3, 2011 entered into by the Company, as borrower, and certain of its subsidiaries, as subsidiary borrowers, with JPMorgan Chase Bank, N.A., as administrative agent, Deutsche Bank Securities, Inc., as syndication agent, and the
lenders party thereto from time to time (as amended by the Incremental Tranche B Term Facility Agreement, dated as of September 22, 2011, among ABH, the Company and the lenders party thereto) and in each case any Loan Documents (as defined
therein), any notes and letters of credit issued pursuant thereto and any guarantee and collateral agreement, patent and trademark security agreement, mortgages, letter of credit applications and other guarantees, pledge agreements, security
agreements and collateral documents, and other instruments and documents, executed and delivered pursuant to or in connection with any of the foregoing, in each case as the same may be amended, supplemented, waived or otherwise modified from time to
time, or refunded, refinanced, restructured, replaced, renewed, repaid, increased or extended from time to time (whether in whole or in part, whether with the original agent and lenders or other agents and lenders or otherwise, and whether provided
under one or more credit agreements, indentures (including this Indenture) or financing agreements or otherwise). Without limiting the generality of the foregoing, the term “Senior Credit Facilities” shall include any agreement
(i) changing the maturity of any Indebtedness Incurred thereunder or contemplated thereby, (ii) adding Subsidiaries of the Company as additional borrowers or guarantors thereunder, (iii) increasing the amount of Indebtedness Incurred
thereunder or available to be borrowed thereunder or (iv) otherwise altering the terms and conditions thereof. 

“Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” of the
Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC, as such Regulation is in effect on the Issue Date. 
 “Special Mandatory Redemption Price” means 100% of the principal amount of the Notes plus accrued and unpaid interest on the principal amount of the Notes to, but not including, the
Special Redemption Date. 

  
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 “Special Purpose Entity” means (x) any Special Purpose Subsidiary,
(y) any other Person that is engaged in the business of (i) acquiring, selling, collecting, financing or refinancing Receivables, accounts (as defined in the Uniform Commercial Code as in effect in any jurisdiction from time to time),
other accounts and/or other receivables, and/or related assets, and/or (ii) acquiring, selling, leasing, financing or refinancing Vehicles, and/or related rights (including under leases, manufacturer warranties and buy-back programs, and
insurance policies) and/or assets (including managing, exercising and disposing of any such rights and/or assets) or (z) any successor of any of the foregoing. 
 “Special Purpose Financing” means any financing or refinancing of assets consisting of or including Receivables, Vehicles of the Company or any Restricted Subsidiary that have been
transferred to a Special Purpose Entity or made subject to a Lien in a Financing Disposition. 
 “Special Purpose
Financing Fees” means distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in
connection with, any Special Purpose Financing. 
 “Special Purpose Financing Undertakings” means
representations, warranties, covenants, indemnities, guarantees of performance and (subject to clause (y) of the proviso below) other agreements and undertakings entered into or provided by the Company or any of its Restricted Subsidiaries that
the Company determines in good faith (which determination shall be conclusive) are customary or otherwise necessary or advisable in connection with a Special Purpose Financing or a Financing Disposition; provided that (x) it is
understood that Special Purpose Financing Undertakings may consist of or include (i) reimbursement and other obligations in respect of notes, letters of credit, surety bonds and similar instruments provided for credit enhancement purposes or
(ii) Hedging Obligations, or other obligations relating to Interest Rate Agreements, Currency Agreements or Commodities Agreements entered into by the Company or any Restricted Subsidiary, in respect of any Special Purpose Financing or
Financing Disposition, and (y) subject to the preceding clause (x), any such other agreements and undertakings shall not include any Guarantee of Indebtedness of a Special Purpose Subsidiary by the Company or a Restricted Subsidiary that is not
a Special Purpose Subsidiary. 
 “Special Purpose Subsidiary” means a Subsidiary of the Company that
(a) is engaged solely in (x) the business of (i) acquiring, selling, collecting, financing or refinancing Receivables, accounts (as defined in the Uniform Commercial Code as in effect in any jurisdiction from time to time) and other
accounts and receivables (including any thereof constituting or evidenced by chattel paper, instruments or general intangibles), all proceeds thereof and all rights (contractual and other), collateral and other assets relating thereto, and/or
(ii) acquiring, selling, leasing, financing or refinancing Vehicles, and/or related rights (including under leases, manufacturer warranties and buy-back programs, and insurance policies) and/or assets (including managing, exercising and
disposing of any such rights and/or assets), all proceeds thereof and all rights (contractual and other), collateral and other assets relating thereto, and (y) any business or activities incidental or related to such business, and (b) is
designated as a “Special Purpose Subsidiary” by the Board and which shall, for greater certainty, include any Canadian Securitization Entity. 

  
 32 









 “Special Record Date” for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 307. 
 “Special Redemption Date” means the date that
the Notes are to be redeemed pursuant to the Special Mandatory Redemption, which date shall be the third Business Day following the Mandatory Redemption Notice Date. 
 “Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the payment of principal of such security is due and payable,
including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency). 

“Subordinated Obligations” means any Indebtedness of the Company (whether outstanding on the date of this Indenture or
thereafter Incurred) that is expressly subordinated in right of payment to the Notes pursuant to a written agreement. 

“Subsidiary” of any Person means (x) any corporation, association, partnership or other business entity of which
more than 50% of the total voting power of shares of Capital Stock or other equity interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by (i) such Person and/or (ii) one or more Subsidiaries of such Person or (y) any partnership, where more than 50% of the general partners of such partnership are
owned or controlled, directly or indirectly, by (i) such Person and/or (ii) one or more Subsidiaries of such Person. 

“Subsidiary Guarantee” means any guarantee that may from time to time be entered into by a Restricted Subsidiary of the
Company on or after the Issue Date pursuant to Section 414 or Section 416. 
 “Subsidiary
Guarantor” means each Domestic Subsidiary that guarantees payment by the Company of any Indebtedness of the Company under the Senior Credit Facilities and any Restricted Subsidiary of the Company that enters into a Subsidiary Guarantee.

 “Successor Company” shall have the meaning assigned thereto in clause (i) under
Section 501. 
 “Supplemental Indenture” means a Supplemental Indenture, to be entered into
substantially in the form attached hereto as Exhibit E. 
 “Taxes” means any taxes, charges or
assessments, including but not limited to income, sales, use, transfer, rental, ad valorem, value-added, stamp, property consumption, franchise, license, capital, net worth, gross receipts, excise, occupancy, intangibles or similar tax, charges or
assessments. 

  
 33 









 “Tax Sharing Agreement” means any tax sharing, indemnity or similar
agreement of which the Indirect Parent or any of its subsidiaries is or will be a party. 
 “Temporary Cash
Investments” means any of the following: (i) any investment in (x) direct obligations of the United States of America, a member state of The European Union or any country in whose currency funds are being held pending their
application in the making of an investment or capital expenditure by the Company or a Restricted Subsidiary in that country or with such funds, or any agency or instrumentality of any thereof or obligations Guaranteed by the United States of America
or a member state of The European Union or any country in whose currency funds are being held pending their application in the making of an investment or capital expenditure by the Company or a Restricted Subsidiary in that country or with such
funds, or any agency or instrumentality of any of the foregoing, or obligations guaranteed by any of the foregoing or (y) direct obligations of any foreign country recognized by the United States of America rated at least “A” by
S&P or “A-1” by Moody’s (or, in either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody’s then exists, the equivalent of such rating by any nationally recognized rating
organization), (ii) overnight bank deposits, and investments in time deposit accounts, certificates of deposit, bankers’ acceptances and money market deposits (or, with respect to foreign banks, similar instruments) maturing not more than
one year after the date of acquisition thereof issued by (x) any bank or other institutional lender under a Credit Facility or any affiliate thereof or (y) a bank or trust company that is organized under the laws of the United States of
America, any state thereof or any foreign country recognized by the United States of America having capital and surplus aggregating in excess of $250.0 million (or the foreign currency equivalent thereof) and whose long term debt is rated at least
“A” by S&P or “A-1” by Moody’s (or, in either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody’s then exists, the equivalent of such rating by any nationally recognized
rating organization) at the time such Investment is made, (iii) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (i) or (ii) above entered into with a bank meeting
the qualifications described in clause (ii) above, (iv) Investments in commercial paper, maturing not more than 270 days after the date of acquisition, issued by a Person (other than that of the Company or any of its Subsidiaries), with a
rating at the time as of which any Investment therein is made of “P-2” (or higher) according to Moody’s or “A-2” (or higher) according to S&P (or, in either case, the equivalent of such rating by such organization or, if
no rating of S&P or Moody’s then exists, the equivalent of such rating by any nationally recognized rating organization), (v) Investments in securities maturing not more than one year after the date of acquisition issued or fully
guaranteed by any state, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least “A” by S&P or “A” by Moody’s (or, in either case, the
equivalent of such rating by such organization or, if no rating of S&P or Moody’s then exists, the equivalent of such rating by any nationally recognized rating organization), (vi) Preferred Stock (other than of the Company or any of
its Subsidiaries) having a rating of “A” or higher by S&P or “A-2” or higher by Moody’s (or, in either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody’s then exists, the
equivalent of such rating by any nationally recognized rating organization), (vii) investment funds investing 95% of their assets in securities of the type described in clauses (i)-(vi) above (which funds may also hold reasonable amounts
of cash pending investment and/or distribution), (viii) any money market deposit 

  
 34 









 
accounts issued or offered by a domestic commercial bank or a commercial bank organized and located in a country recognized by the United States of America, in each case, having capital and
surplus in excess of $250.0 million (or the foreign currency equivalent thereof), or investments in money market funds subject to the risk limiting conditions of Rule 2a-7 (or any successor rule) of the SEC under the Investment Company Act of 1940,
as amended, and (ix) similar investments approved by the Board in the ordinary course of business. 

“TIA” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-7bbbb), as amended from time to time.

 “Trade Payables” means, with respect to any Person, any accounts payable or any indebtedness or monetary
obligation to trade creditors created, assumed or guaranteed by such Person arising in the ordinary course of business in connection with the acquisition of goods or services. 
 “Trustee” means the party named as such in the first paragraph of this Indenture until a successor replaces it and, thereafter, means the successor. 

“Trust Officer” means the Chairman of the Board, the President or any other officer or assistant officer of the Trustee
assigned by the Trustee to administer its corporate trust matters. 
 “Unrestricted Subsidiary” means
(i) any Subsidiary of the Company that at the time of determination is an Unrestricted Subsidiary, as designated by the Board in the manner provided below, (ii) any Special Purpose Subsidiary that is designated by the Board in the manner
provided below and (iii) any Subsidiary of an Unrestricted Subsidiary. The Board may designate any Subsidiary of the Company (including any newly acquired or newly formed Subsidiary of the Company) to be an Unrestricted Subsidiary unless such
Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness of, or owns or holds any Lien on any property of, the Company or any other Restricted Subsidiary of the Company that is not a Subsidiary of the Subsidiary to be so
designated; provided, that (A) such designation was made at or prior to the Issue Date, or (B) the Subsidiary to be so designated has total consolidated assets of $1,000 at the time of designation or less or (C) if such
Subsidiary has consolidated assets greater than $1,000, then such designation would be permitted under Section 409. The Board may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided, that immediately
after giving effect to such designation (x) the Company could Incur at least $1.00 of additional Indebtedness under Section 407(a) or (y) the Consolidated Coverage Ratio would be greater than it was immediately prior to giving
effect to such designation or (z) such Subsidiary shall be a Special Purpose Subsidiary with no Indebtedness outstanding other than Indebtedness that can be Incurred (and upon such designation shall be deemed to be Incurred and outstanding)
pursuant to Section 407(b). Any such designation by the Board shall be evidenced to the Trustee by promptly filing with the Trustee a copy of the resolution of the Company’s Board giving effect to such designation and an
Officer’s Certificate of the Company certifying that such designation complied with the foregoing provisions. 

  
 35 









 “U.S. Government Obligation” means (x) any security that is (i) a
direct obligation of the United States of America for the payment of which the full faith and credit of the United States of America is pledged or (ii) an obligation of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case under the preceding clause (i) or (ii), is not
callable or redeemable at the option of the issuer thereof, and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S. Government Obligation that is specified
in clause (x) above and held by such bank for the account of the holder of such depositary receipt, or with respect to any specific payment of principal of or interest on any U.S. Government Obligation that is so specified and held,
provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government
Obligation or the specific payment of principal or interest evidenced by such depositary receipt. 
 “Vehicle Rental
Concession” means any right, whether or not exclusive, to conduct a Vehicle rental business at a Public Facility, or to pick up or discharge persons or otherwise to possess or use all or part of a Public Facility in connection with such a
business, and any related rights or interests. 
 “Vehicle Rental Concession Rights” means any or all of the
following: (a) any Vehicle Rental Concession, (b) any rights of the Company or any Restricted Subsidiary thereof under or relating to (i) any law, regulation, license, permit, request for proposals, invitation to bid, lease, agreement
or understanding with a Public Facility Operator in connection with which a Vehicle Rental Concession has been or may be granted to the Company or any Restricted Subsidiary and (ii) any agreement with, or Investment or other interest or
participation in, any Person, property or asset required (x) by any such law, ordinance, regulation, license, permit, request for proposals, invitation to bid, lease, agreement or understanding or (y) by any Public Facility Operator as a
condition to obtaining or maintaining a Vehicle Rental Concession, and (c) any liabilities or obligations relating to or arising in connection with any of the foregoing. 
 “Vehicles” means vehicles owned or operated by, or leased or rented to or by, the Company or any of its Subsidiaries, including automobiles, trucks, tractors, trailers, vans, sport
utility vehicles, buses, campers, motor homes, motorcycles and other motor vehicles. 
 “Vice President”, when
used with respect to any Person, means any vice president of such Person, whether or not designated by a number or a word or words added before or after the title “vice president.” 

“Voting Stock” of an entity means all classes of Capital Stock of such entity then outstanding and normally entitled to
vote in the election of directors or all interests in such entity with the ability to control the management or actions of such entity. 

  
 36 









 Section 102 Other Definitions. 

 

						
	 Term
	  	Defined
in Section
		
	 “Act”
	  	 	 	108	 
	 “Affiliate Transaction”
	  	 	 	412	 
	 “Agent Members”
	  	 	 	312	 
	 “Amendment”
	  	 	 	410	 
	 “Applicable Premium”
	  	 	 	1001	 
	 “Authentication Order”
	  	 	 	303	 
	 “Bankruptcy Law”
	  	 	 	601	 
	 “Certificate of Beneficial Ownership”
	  	 	 	313	 
	 “Change of Control Offer”
	  	 	 	415	 
	 “Covenant Defeasance”
	  	 	 	1203	 
	 “Custodian”
	  	 	 	601	 
	 “Defaulted Interest”
	  	 	 	307	 
	 “Defeasance”
	  	 	 	1202	 
	 “Defeased Notes”
	  	 	 	1201	 
	 “Distribution Compliance Period”
	  	 	 	201	 
	 “Event of Default”
	  	 	 	601	 
	 “Excess Proceeds”
	  	 	 	411	 
	 “Expiration Date”
	  	 	 	108	 
	 “Global Notes”
	  	 	 	201	 
	 “Guaranteed Obligations”
	  	 	 	1301	 
	 “Initial Agreement”
	  	 	 	410	 
	 “Initial Lien”
	  	 	 	413	 
	 “Mandatory Redemption Officers’ Certificate”
	  	 	 	1009	 
	 “Note Register” and “Note Registrar”
	  	 	 	305	 
	 “Notice of Default”
	  	 	 	601	 
	 “Offer”
	  	 	 	411	 
	 “Permanent Regulation S Global Note”
	  	 	 	201	 
	 “Permitted Payment”
	  	 	 	409	 
	 “Physical Notes”
	  	 	 	201	 
	 “Private Placement Legend”
	  	 	 	203	 
	 “Redemption Amount”
	  	 	 	1001	 
	 “Redemption Price”
	  	 	 	1001	 
	 “Refinancing Agreement”
	  	 	 	410	 
	 “Regular Record Date”
	  	 	 	301	 
	 “Regulation S Global Notes”
	  	 	 	201	 
	 “Regulation S Note Exchange Date”
	  	 	 	313	 
	 “Regulation S Physical Notes”
	  	 	 	201	 
	 “Restricted Payment”
	  	 	 	409	 
	 “Rule 144A Global Note”
	  	 	 	201	 
	 “Rule 144A Physical Notes”
	  	 	 	201	 
	 “Special Mandatory Redemption”
	  	 	 	1009	 
	 “Subsidiary Guaranteed Obligations”
	  	 	 	1301	 
	 “Successor Company”
	  	 	 	501	 
	 “Temporary Regulation S Global Note”
	  	 	 	201	 
	 “Treasury Rate”
	  	 	 	1001	 


  
 37 









 Section 103 Rules of Construction. For all purposes of this Indenture, except as
otherwise expressly provided or unless the context otherwise requires: 
 (1) the terms defined in this Indenture
have the meanings assigned to them in this Indenture; 
 (2) “or” is not exclusive; 

(3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP;

 (4) the words “herein,” “hereof” and “hereunder” and other
words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision; 
 (5) all references to “$” or “dollars” shall refer to the lawful currency of the United States of America; 

(6) all references to “€” shall refer to the lawful currency of the member states of the European
Union that adopt the single currency in accordance with the Treaty establishing the European Communities; 
 (7)
the words “include,” “included” and “including,” as used herein, shall be deemed in each case to be followed by the phrase “without limitation,” if not expressly followed by such
phrase or the phrase “but not limited to”; 
 (8) words in the singular include the plural, and
words in the plural include the singular; 
 (9) references to sections of, or rules under, the Securities Act
shall be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time; and 
 (10) any reference to a Section, Article or clause refers to such Section, Article or clause of this Indenture. 

  
 38 









 Section 104 Incorporation by Reference of TIA. Whenever this Indenture refers to
a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following TIA terms have the following meanings: 
 “indenture securities” means the Notes. 
 “indenture
security holder” means a Noteholder. 
 “indenture to be qualified” means this Indenture. 

“indenture trustee” or “institutional trustee” means the Trustee. 

“obligor” on the indenture securities means the Issuer, any Guarantor, and any successor or other Person that is liable
thereon. 
 Section 105 [Reserved]. 
 Section 106 Compliance Certificates and Opinions. Upon any application or request by the Issuer or by any other obligor upon the Notes (including any Guarantor) to the Trustee to take any
action under any provision of this Indenture, the Issuer or such other obligor (including any Guarantor), as the case may be, shall furnish to the Trustee such certificates and opinions in the form of: 

 

	 	(a)	one or more Officer’s Certificates, if to be given by an Officer (which must include the statements set forth below in this Section 106) stating that, in the
opinion of the signers, all conditions precedents and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and 


 

	 	(b)	an Opinion of Counsel (which must include the statements set forth below in this Section 106) stating that, in the opinion of such counsel, all such conditions
precedents and covenants have been satisfied. 

 Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (except for certificates provided for in Section 406) shall include: 
 (1) a statement that the individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto; 

(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based; 
 (3) a statement that, in the opinion of such individual,
he or she made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and 

  
 39 









 (4) a statement, based on the foregoing (1) through (3), as to whether,
in the opinion of such individual, such condition or covenant has been complied with. 
 Notwithstanding the foregoing, in the
case of any such request or application as to which the furnishing of any Officer’s Certificate or Opinion of Counsel is specifically required by any provision of this Indenture relating to such particular request or application, no additional
certificate or opinion need be furnished. 
 Section 107 Form of Documents Delivered to Trustee. In any case where
several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or
covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or
several documents. 
 Any certificate or opinion of an Officer may be based, insofar as it relates to legal matters, upon a
certificate or opinion of, or representations by, counsel, unless such Officer knows that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or
opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an Officer or Officers to the effect that the information with respect to such factual matters is in the possession
of the Issuer, unless such counsel knows that the certificate or opinion or representations with respect to such matters are erroneous. 
 Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be
consolidated and form one instrument. 
 Section 108 Acts of Noteholders; Record Dates. (a) Any request,
demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in
person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee, and, where it is hereby expressly required, to the
Issuer, as the case may be. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 701) conclusive in favor of the Trustee, the Issuer and any other obligor upon the
Notes, if made in the manner provided in this Section 108. 
 (b) The fact and date of the execution by any Person of
any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such
instrument or writing acknowledged to him the execution 

  
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thereof. Where such execution is by an officer of a corporation or a member of a partnership or other legal entity other than an individual, on behalf of such corporation or partnership or
entity, such certificate or affidavit shall also constitute sufficient proof of such Person’s authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved
in any other manner that the Trustee deems sufficient. 
 (c) The ownership of Notes shall be proved by the Note Register.

 (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note shall
bind the Holder of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, suffered or omitted to be done by the Trustee, the Issuer or any other obligor upon the Notes in reliance
thereon, whether or not notation of such action is made upon such Note. 
 (e) (i) The Issuer may set any day as a record
date for the purpose of determining the Holders of Outstanding Notes entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or
taken by Holders of Notes, provided that the Issuer may not set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration, request or direction referred to in the
next paragraph. If any record date is set pursuant to this paragraph, the Holders of Outstanding Notes on such record date (or their duly designated proxies), and no other Holders, shall be entitled to take the relevant action, whether or not such
Persons remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Notes on such
record date. Nothing in this paragraph shall be construed to prevent the Issuer from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Notes on the date such
action is taken. Promptly after any record date is set pursuant to this paragraph, the Issuer, at its expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Trustee in
writing and to each Holder of Notes in the manner set forth in Section 110. 
 (ii) The Trustee may
set any day as a record date for the purpose of determining the Holders of Outstanding Notes entitled to join in the giving or making of (A) any Notice of Default, (B) any declaration of acceleration referred to in Section 602,
(C) any request to institute proceedings referred to in Section 607(ii) or (D) any direction referred to in Section 612, in each case with respect to Notes. If any record date is set pursuant to this paragraph, the
Holders of Outstanding Notes on such record date, and no other Holders, shall be entitled to join in such notice, declaration, request or direction, whether or not such Holders remain Holders after such record date; provided that no such
action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Notes on such record date. Nothing in this paragraph shall be construed to prevent the Trustee
from setting a 

  
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new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any
Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Notes on the date such action is taken. Promptly after any
record date is set pursuant to this paragraph, the Trustee, at the Issuer’s expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Issuer in writing and to each
Holder of Notes in the manner set forth in Section 110. 
 (iii) With respect to any record date set
pursuant to this Section 108, the party hereto that sets such record dates may designate any day as the “Expiration Date” and from time to time may change the Expiration Date to any earlier or later day; provided
that no such change shall be effective unless notice of the proposed new Expiration Date is given to the Issuer or the Trustee, whichever such party is not setting a record date pursuant to this Section 108(e) in writing, and to each
Holder of Notes in the manner set forth in Section 110, on or prior to the existing Expiration Date. If an Expiration Date is not designated with respect to any record date set pursuant to this Section, the party hereto that set such
record date shall be deemed to have initially designated the 180th day after such record date as the Expiration Date with respect thereto, subject to its right to change the Expiration Date as provided in this paragraph. Notwithstanding the
foregoing, no Expiration Date shall be later than the 180th day after the applicable record date. 
 (iv)
Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of
which may do so pursuant to such appointment with regard to all or any part of such principal amount. 
 (v)
Without limiting the generality of the foregoing, a Holder, including the Depositary, that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction,
notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders or the Depositary, as the Holder of a Global Note, may provide its proxy or proxies to the beneficial owners of interest in any such Global Note
through such depositary’s standing instructions and customary practices. 
 (vi) The Issuer may fix a
record date for the purpose of determining the persons who are beneficial owners of interests in any Global Note held by the Depositary entitled under the procedures of such depositary to make, give or take, by a proxy or proxies duly appointed in
writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed
proxy or proxies, and only such persons, shall be entitled to make, give or take such request, demand, authorization direction, notice consent, waiver or other action, 

  
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whether or not such Holders remain Holders after such record date. No such request, demand, authorization, direction, notice, consent, waiver or other action shall be valid or effective if made,
given or taken more than 90 days after such record date. 
 Section 109 Notices, etc., to Trustee and Issuer. Any
request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, 

(1) the Trustee by any Holder or by the Issuer or by any other obligor upon the Notes shall be sufficient for every
purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at One Liberty Plaza, 23rd Floor, New York, NY 10006, Attention: Corporate Trust Department (telephone: 212-225-5427; telecopier: 212-225-5436), or at any other
address furnished in writing to the Issuer by the Trustee, or 
 (2) the Issuer or any Guarantor by the Trustee
or by any Holder shall be sufficient for every purpose hereunder if in writing and mailed, first-class postage prepaid, to the Issuer at Avis Budget Finance plc, 6 Sylvan Way, Parsippany, NJ 07054, or at any other address previously furnished in
writing to the Trustee by the Issuer. 
 (3) The Issuer or the Trustee, by notice to the other, may designate
additional or different addresses for subsequent notices or communications. 
 Section 110 Notices to Holders;
Waiver. Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, or by overnight air courier
guaranteeing next day delivery, to each Holder affected by such event, at such Holder’s address as it appears in the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such
notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders.

 Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to
receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any
action taken in reliance upon such waiver. 
 In case, by reason of the suspension of regular mail service, or by reason of any
other cause, it shall be impossible to mail notice of any event as required by any provision of this Indenture, then such notification as shall be made with the approval of the Trustee (such approval not to be unreasonably withheld) shall constitute
a sufficient notification for every purpose hereunder. 

  
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 Section 111 Effect of Headings and Table of Contents. The Article and Section
headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. 

Section 112 Successors and Assigns. All covenants and agreements in this Indenture by the Issuer shall bind its successors
and assigns, whether so expressed or not. All agreements of the Trustee in this Indenture shall bind its successors. 

Section 113 Separability Clause. In case any provision in this Indenture or in the Notes 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. 
 Section 114 Benefits of Indenture. Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any
Paying Agent and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture. 

Section 115 GOVERNING LAW. THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK. THE TRUSTEE, THE ISSUER, 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 INDENTURE, THE NOTES OR THE GUARANTEES. 
 Section 116 Legal Holidays. In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Note shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or of the Notes) payment of interest or principal and premium (if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place
of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity, and no interest shall accrue on such payment for the intervening period. 

Section 117 No Personal Liability of Directors, Officers, Employees, Incorporators, Equity Holders, Members and Stockholders.
No director, officer, employee, incorporator, equity holder, member or stockholder, as such, of the Issuer, any Guarantor or any Subsidiary of any thereof shall have any liability for any obligation of the Issuer or any Guarantor under this
Indenture, the Notes or any Guarantee, or for any claim based on, in respect of, or by reason of, any such obligation or its creation. Each Noteholder, by accepting the Notes, waives and releases all such liability. The waiver and release are part
of the consideration for issuance of the Notes. 
 Section 118 Exhibits and Schedules. All exhibits and schedules
attached hereto are by this reference made a part hereof with the same effect as if herein set forth in full. 

  
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 Section 119 Counterparts. This Indenture may be executed in any number of
counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument. 
 ARTICLE II 
 NOTE FORMS 

Section 201 Forms Generally. The Initial Notes, Additional Notes and the Trustee’s certificate of authentication
relating thereto shall be in substantially the forms set forth, or referenced, in this Article II and Exhibit A, annexed hereto. Any Additional Notes that are issued in a registered offering pursuant to the Securities Act, and the
Trustee’s certificate of authentication relating thereto shall be in substantially the forms set forth, or referenced, in this Article II and Exhibit B, annexed hereto. Each of Exhibits A and B is hereby incorporated in and
expressly made a part of this Indenture. The Notes may have such appropriate insertions, omissions, substitutions, notations, legends, endorsements, identifications and other variations as are required or permitted by law, stock exchange rule or
depositary rule or usage, agreements to which the Issuer is subject, if any, or other customary usage, or as may consistently herewith be determined by the Officers of the Issuer executing such Notes, as evidenced by such execution (provided always
that any such notation, legend, endorsement, identification or variation is in a form acceptable to the Issuer). Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit A are part of the terms of
this Indenture. Any portion of the text of any Note may be set forth on the reverse thereof or attached thereto, with an appropriate reference thereto on the face of the Note. 
 Initial Notes and any Additional Notes offered and sold in reliance on Rule 144A shall, unless the Issuer otherwise notifies the Trustee in writing, be issued in the form of one or more permanent global
Notes in substantially the form set forth in Exhibit A hereto, except as otherwise permitted herein. Such Global Notes shall be referred to collectively herein as the “Rule 144A Global Note.” The Rule 144A Global Notes shall
be deposited with the Common Depositary or its nominee, in each case for credit to an account of an Agent Member, and shall be duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The aggregate principal amount of a
Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee as hereinafter provided. 
 Initial Notes and any Additional Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall, unless the Issuer otherwise notifies the Trustee in writing, be
issued in the form of one or more temporary global Notes in substantially the form set forth in Exhibit A hereto, except as otherwise permitted herein. Such Global Notes shall be referred to collectively herein as the “Temporary
Regulation S Global Note.” The Temporary Regulation S Global Notes shall be deposited with the Common Depositary or its nominee for the accounts of designated Agent Members and shall be duly executed by the Issuer and authenticated by the
Trustee as hereinafter provided. The aggregate principal amount of a Regulation S Global Note may from time to time be increased or increased by adjustments made on the records of the Trustee as hereinafter provided. 

  
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 Following the expiration of the distribution compliance period set forth in Regulation S
(the “Distribution Compliance Period”) with respect to any Temporary Regulation S Global Note, beneficial interests in such Temporary Regulation S Global Note shall be exchanged as provided in Sections 312 and 313 for
beneficial interests in one or more permanent global Notes in substantially the form set forth in Exhibit A hereto, except as otherwise permitted herein. Such Global Notes shall be referred to collectively herein as the “Permanent
Regulation S Global Note.” The Permanent Regulation S Global Notes and the Temporary Regulation S Global Notes shall be referred to collectively herein as the “Regulation S Global Notes.” The Permanent Regulation S Global
Notes shall be deposited with the Common Depositary or its nominee for credit to the account of an Agent Member, and shall be duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. Simultaneously with the
authentication of a Permanent Regulation S Global Note, the Trustee shall cancel the related Temporary Regulation S Global Note. 
 Subject to the limitations on the issuance of certificated Notes set forth in Sections 312 and 313, Initial Notes and any Additional Notes issued pursuant to Section 305 in
exchange for or upon transfer of beneficial interests (x) in a Rule 144A Global Note shall be in the form of permanent certificated Notes substantially in the form set forth in Exhibit A hereto (the “Rule 144A Physical
Notes”) or (y) in a Regulation S Global Note (if any), on or after the Regulation S Note Exchange Date with respect to such Regulation S Global Note, shall be in the form of permanent certificated Notes substantially in the form set
forth in Exhibit A hereto (the “Regulation S Physical Notes”), respectively, as hereinafter provided. 

The Rule 144A Physical Notes and Regulation S Physical Notes shall be construed to include any certificated Notes issued in respect
thereof pursuant to Section 304, 305, 306 or 1008, and the Rule 144A Global Notes and Regulation S Global Notes shall be construed to include any global Notes issued in respect thereof pursuant to
Section 304, 305, 306 or 1008. The Rule 144A Physical Notes and the Regulation S Physical Notes, together with any other certificated Notes issued and authenticated pursuant to this Indenture, are sometimes
collectively herein referred to as the “Physical Notes.” The Rule 144A Global Notes and the Regulation S Global Notes, together with any other global Notes that are issued and authenticated pursuant to this Indenture, are sometimes
collectively referred to as the “Global Notes.” 
 The 6.00% Notes issued in the form of a global Note are
sometimes collectively referred to as “Global Notes.” 

  
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 Section 202 Form of Trustee’s Certificate of Authentication. The Notes will
have endorsed thereon a Trustee’s certificate of authentication in substantially the following form: 
 This is one of the
Notes referred to in the within-mentioned Indenture. 
  

			
	  

	  

	as Trustee
		
	By:	 	  

		 	Authorized officer


 Dated: 
 If an appointment of an Authenticating Agent is made pursuant to Section 714, the Notes may have endorsed thereon, in lieu of the Trustee’s certificate of authentication, an alternative
certificate of authentication in substantially the following form: 
 This is one of the Notes referred to in the
within-mentioned Indenture. 
  

			
	THE BANK OF NOVA SCOTIA TRUST
	COMPANY OF NEW YORK
	As Trustee
		
	By:	 	  

		 	As Authenticating Agent
		
	By:	 	  

		 	Authorized officer


 Dated: 
 Section 203 Restrictive and Global Note Legends. Each Global Note and Physical Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the following legend set
forth below (the “Private Placement Legend”) on the face thereof until the Private Placement Legend is removed or not required in accordance with Section 313(4): 

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE HOLDER
HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF THE ISSUER THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO THE ONE YEAR ANNIVERSARY OF THE ISSUANCE HEREOF (OR ANY PREDECESSOR SECURITY HERETO)
OR (Y) BY ANY HOLDER THAT WAS AN AFFILIATE OF THE ISSUER AT ANY TIME DURING THE THREE MONTHS PRECEDING THE DATE OF SUCH TRANSFER, IN EITHER CASE OTHER THAN: 
 (1) TO THE COMPANY, 

  
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 (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT (“RULE 144A”), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM
NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY), 

(3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR
ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY), 
 (4) TO AN INSTITUTION THAT IS AN “ACCREDITED
INVESTOR” AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY) THAT IS ACQUIRING THIS
SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION, AND A CERTIFICATE WHICH MAY BE OBTAINED FROM THE COMPANY OR THE TRUSTEE IS DELIVERED BY THE TRANSFEREE TO THE COMPANY AND THE TRUSTEE, 

(5) PURSUANT TO ANY EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT, OR

 (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, 

IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. 

AN INSTITUTIONAL ACCREDITED INVESTOR HOLDING THIS SECURITY AGREES THAT IT WILL FURNISH TO THE ISSUER AND THE TRUSTEE SUCH CERTIFICATES,
OPINIONS OF COUNSEL AND OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER BY IT OF THIS SECURITY COMPLIES WITH THE 

  
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FOREGOING RESTRICTIONS. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE ISSUER THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING
OF RULE 144A OR (2) PURCHASING FROM A PERSON NOT PARTICIPATING IN THE INITIAL DISTRIBUTION OF THIS SECURITY (OR ANY PREDECESSOR SECURITY), THAT IT IS AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(l), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT AND THAT IT IS HOLDING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION OR (3) A NON-U.S. PERSON OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT
SATISFYING THE REQUIREMENTS OF PARAGRAPH (k)(2)(i) OF RULE 902 UNDER) REGULATION S UNDER THE SECURITIES ACT. 
 Each Global
Note, whether or not an Initial Note, shall also bear the following legend on the face thereof: 
 UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE
COMMON DEPOSITARY OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO THE COMMON DEPOSITARY OR ITS NOMINEE IN
CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, THE COMMON DEPOSITARY, HAS AN INTEREST HEREIN. 
 TRANSFERS OF THIS GLOBAL NOTE SHALL BE
LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF THE COMMON DEPOSITARY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN SECTIONS 312 AND 313 OF THE INDENTURE (AS DEFINED HEREIN). 

  
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 Each Temporary Regulation S Global Note shall also bear the following legend on the face
thereof: 
 EXCEPT AS SPECIFIED IN THE INDENTURE, BENEFICIAL OWNERSHIP INTERESTS IN THIS TEMPORARY REGULATION S GLOBAL NOTE WILL
NOT BE EXCHANGEABLE FOR INTERESTS IN THE PERMANENT REGULATION S GLOBAL NOTE OR ANY OTHER NOTE REPRESENTING AN INTEREST IN THE NOTES REPRESENTED HEREBY WHICH DO NOT CONTAIN A LEGEND CONTAINING RESTRICTIONS ON TRANSFER, UNTIL THE EXPIRATION OF THE
“40 DAY DISTRIBUTION COMPLIANCE PERIOD” (WITHIN THE MEANING of RULE 903(b)(2) of REGULATION S UNDER THE SECURITIES ACT). 
 ARTICLE III 
 THE NOTES 

Section 301 Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding
under this Indenture will be limited to the Initial Notes and Additional Notes issued in accordance with the terms of this Indenture, including Section 407. The Initial Notes will be issued in an aggregate principal amount of €250
million. The 6.00% Notes shall vote and consent together on all matters as one class, and, none of the Notes will have the right to vote or consent as a class separate from one another on any matter. Additional Notes will vote (or consent) as a
class with the other Notes (except as otherwise provided in Section 902) and otherwise be treated as Notes for all purposes of this Indenture. 
 The 6.00% Notes shall be known and designated as the “6.00% Senior Notes due 2021” of the Issuer. The 6.00% Notes will mature on March 1, 2021. Each 6.00% Note will bear interest at a rate
per annum of 6.00%. 
 Interest on the 6.00% Notes will be payable semiannually in cash to Holders of record at the close of
business on the February 15 and August 15 immediately preceding the Interest Payment Date (each such February 15 and August 15, a “Regular Record Date”), on March 1 and September 1 of each year,
commencing September 1, 2013. Interest will be paid on the basis of a 360-day year consisting of twelve 30-day months and accrue from the date of original issuance. 
 Interest on the Initial Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from March 7, 2013; and interest on any
Additional Notes from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid on such Additional Notes, from the Interest Payment Date (or March 7, 2013 if no Interest Payment Date has
occurred) immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange
on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. 

  
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 Section 302 Denominations. The 6.00% Notes shall be issuable only in fully
registered form, without coupons, and only in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof. 
 Section 303 Execution, Authentication and Delivery and Dating. The Notes shall be executed on behalf of the Issuer by one Officer. The signature of any such Officer on the Notes may be manual
or by facsimile. Notes bearing the manual or facsimile signature of an individual who was at any time an Officer of the Issuer shall bind the Issuer, notwithstanding that such individual has ceased to hold such office prior to the authentication and
delivery of such Notes or did not hold such office at the date of such Notes. 
 At any time and from time to time after the
execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Trustee for authentication; and the Trustee shall authenticate and deliver (i) Initial Notes for original issue in the aggregate principal
amount not to exceed €250 million, and (ii) subject to compliance with the terms of this Indenture, Additional Notes from time to time for original issue in aggregate principal amounts specified by the Issuer, upon a written order of
the Issuer in the form of an Officer’s Certificate of the Issuer (an “Authentication Order”). Such Officer’s Certificate shall specify the amount of Notes to be authenticated and the date on which the Notes are to be
authenticated, the “ISIN”, “Common Code” or other similar identification numbers of such Notes, if any, whether the Notes are to be Initial Notes or Additional Notes and whether the Notes are to be issued as one or more Global
Notes or Physical Notes and such other information as the Issuer may include or the Trustee may reasonably request. 
 All Notes
shall be dated the date of their authentication. 
 No Note shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence,
and the only evidence, that such Note has been duly authenticated and delivered hereunder. For the avoidance of doubt, the Trustee shall be permitted to affix manual authentication on a facsimile signature of any Officer on the Notes. 

Section 304 Temporary Notes. Until definitive Notes are ready for delivery, the Issuer may prepare and upon receipt of an
Authentication Order the Trustee shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of definitive Notes but may have variations that the Issuer considers appropriate for temporary Notes. If temporary Notes are
issued, the Issuer will cause definitive Notes to be prepared without unreasonable delay. After the preparation of definitive Notes, the temporary Notes shall be exchangeable for definitive Notes upon surrender of the temporary Notes at the office
or agency of the Issuer in a Place of Payment, without charge to the Holder. Upon surrender for cancellation of anyone or more temporary Notes the Issuer shall execute and upon receipt of an Authentication Order the Trustee shall authenticate and
deliver in exchange therefor a like principal amount of definitive Notes of authorized denominations. Until so exchanged the temporary Notes shall in all respects be entitled to the same benefits under this Indenture as definitive Notes. 


  
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 Section 305 Note Registrar and Paying Agent. The Issuer shall cause to be kept
at the Corporate Trust Office of Citibank, N.A., London Branch a register (the register maintained in such office and in any other office or agency of the Issuer in a Place of Payment being herein sometimes collectively referred to as the
“Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and of transfers of Notes. The Issuer may have one or more co-registrars. The term
“Note Registrar” includes any co-registrars. 
 The Issuer shall also maintain an office or agent within
London, England, where Notes may be presented for payment (the “Paying Agent”); provided, however, that at the option of the Issuer payment of interest on a Note may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Note Register. The Issuer may have one or more additional paying agents, and the term “Paying Agent” includes any such additional Paying Agent. 

The Issuer initially appoints Citibank, N.A., London Branch as “Note Registrar” and “Paying Agent” in connection with
the Notes, until such time as such entity has resigned or a successor has been appointed. The Issuer may change the Paying Agent or Note Registrar for the Notes without prior notice to the Holders of Notes. The Issuer may enter into an appropriate
agency agreement with any Note Registrar or Paying Agent not a party to this Indenture. Any such agency agreement shall implement the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee in writing of the name
and address of any such agent. The Issuer, Parent Guarantors or any wholly owned Domestic Subsidiary of the Company may act as Paying Agent, Note Registrar or transfer agent. 
 Upon surrender for transfer of any Note at the office or agency of the Issuer in a Place of Payment, in compliance with all applicable requirements of this Indenture and applicable law, the Issuer shall
execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of the same series of any authorized denominations and of a like tenor and aggregate principal amount.

 At the option of the Holder, Notes may be exchanged for other Notes of any authorized denominations and of a like tenor and
aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and deliver, the Notes that the Holder
making the exchange is entitled to receive. 
 All Notes issued upon any transfer or exchange of Notes shall be the valid
obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such transfer or exchange. 
 Every Note presented or surrendered for transfer or exchange shall (if so required by the Issuer or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Issuer and the Note Registrar duly executed, by the Holder thereof or such Holder’s attorney duly authorized in writing. 

  
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 No service charge shall be made for any registration, transfer or exchange of Notes, but the
Issuer may require payment of a sum sufficient to cover any transfer tax or other governmental charge that may be imposed in connection therewith. 
 The Issuer shall not be required (i) to issue, transfer or exchange any Note during a period beginning at the opening of business 15 Business Days before the day of the mailing of a notice of
redemption (or purchase) of Notes selected for redemption (or purchase) under Section 1004 and ending at the close of business on the day of such mailing, or (ii) to transfer or exchange any Note so selected for redemption (or
purchase) in whole or in part. 
 Section 306 Mutilated, Destroyed, Lost and Stolen Notes. If a mutilated Note is
surrendered to the Note Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of
the Uniform Commercial Code are met, such that the Holder (a) satisfies the Issuer or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Note Registrar does not register a
transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8303 of the Uniform Commercial Code (a “protected
purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee to protect the Issuer, the
Trustee, a Paying Agent and the Note Registrar from any loss that any of them may suffer if a Note is replaced. 
 In case any
such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Issuer in their discretion may, instead of issuing a new Note, pay such Note. 

Upon the issuance of any new Note under this Section 306, the Issuer may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. 
 Every new Note issued pursuant to this Section 306 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not
the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and ratably with any and all other Notes duly issued hereunder. 

The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with
respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes. 
 Section 307 Payment of Interest
Rights Preserved. Interest on any Note that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Note (or one or more Predecessor Notes) is registered at the close
of business on the Regular Record Date for such interest specified in Section 301. 

  
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 Any interest on any Note that is payable, but is not punctually paid or duly provided for,
on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the registered Holder on the relevant Regular Record Date by virtue of having been such Holder; and such Defaulted Interest may
be paid by the Issuer, at their election, as provided in clause (1) or clause (2) below: 
 (1) The
Issuer may elect to make payment of any Defaulted Interest to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest,
which shall be fixed in the following manner. The Issuer shall notify the Trustee and Paying Agent in writing of the amount of Defaulted Interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Issuer
shall deposit with the Paying Agent an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements reasonably satisfactory to the Paying Agent for such deposit prior to the date
of the proposed payment, such money when deposited to be for the benefit of the Persons entitled to such Defaulted Interest as provided in this clause (1). Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted
Interest which shall be not more than 15 nor less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee and the Paying Agent of the notice of the proposed payment. The Trustee shall
promptly notify the Issuer of such Special Record Date and, in the name and at the expense of the Issuer, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first class postage
prepaid, to each Holder at such Holder’s address as it appears in the Note Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having
been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered on such Special Record Date and shall no longer be payable pursuant to the following clause (2).

 (2) The Issuer may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Issuer to the Trustee and the Paying Agent of the proposed payment pursuant to this
clause (2), such payment shall be deemed practicable by the Trustee. 
 Subject to the foregoing provisions of this
Section 307, each Note delivered under this Indenture upon transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, that were carried by such other Note.

 Section 308 Persons Deemed Owners. The Issuer, any Guarantor, the Trustee, the Paying Agent and any agent of any
of them may treat the Person in whose name any Note is 

  
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registered as the owner of such Note for the purpose of receiving payment of principal of (and premium, if any), and (subject to Section 307) interest on, such Note and for all other
purposes whatsoever, whether or not such Note be overdue, and neither the Issuer, any Guarantor, the Trustee, the Paying Agent nor any agent of any of them shall be affected by notice to the contrary. 

Section 309 Cancellation. All Notes surrendered for payment, redemption, transfer, exchange or conversion shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee and, if not already cancelled, shall be promptly cancelled by it. The Issuer may at any time deliver to the Trustee for cancellation any Notes previously authenticated and
delivered hereunder that any of them may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly cancelled by the Trustee. No Notes shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in
this Section, except as expressly permitted by this Indenture. All cancelled Notes held by the Trustee shall be disposed of by the Trustee in accordance with its customary procedures (subject to the record retention requirements of the Exchange
Act). 
 Section 310 Computation of Interest. Interest on the Notes shall be computed as set forth in the Notes.

 Section 311 Common Code and ISIN Numbers, Etc. The Issuer in issuing the Notes may use “Common Code”
numbers and/or “ISIN” numbers, and if so, the Trustee may use the Common Code numbers and/or the ISIN numbers in notices of redemption or exchange as a convenience to Holders; provided, however, that any such notice may state
that no representation is made as to the correctness or accuracy of such numbers printed in the notice or on the Notes; that reliance may be placed only on the other identification numbers printed on the Notes; and that any redemption shall not be
affected by any defect in or omission of such numbers. 
 Section 312 Book-Entry Provisions for Global Notes.
(a) Each Global Note initially shall (i) be registered in the name of the nominee of the Common Depositary for credit to the account of an Agent Member, and (ii) be delivered to the Common Depositary. Neither of the Issuer nor any of
its agents shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note, or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests. 
 Members of, or participants in, Euroclear or Clearstream (“Agent Members”)
shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or its custodian, or under such Global Notes. The Depositary may be treated by the Issuer, any other obligor upon the Notes, the
Trustee and any agent of any of them as the absolute owner of the Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Issuer, any other obligor upon the Notes, the Trustee or any agent of any of
them from giving effect to any written certification, proxy or other authorization furnished by the Depositary, or impair, as between Euroclear or Clearstream, as the case may be, and their respective Agent Members, the operation of customary
practices governing the exercise of the rights of a beneficial owner of any Note. The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent
Members, to take any action that a Holder is entitled to take under this Indenture or the Notes. 

  
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 (b) Transfers of a Global Note shall be limited to transfers of such Global Note in whole,
but, subject to the immediately succeeding sentence, not in part, to the Common Depositary, its successors or their respective nominees. Interests of beneficial owners in a Global Note may not be transferred or exchanged for Physical Notes unless
(i) the Issuer has consented thereto in writing, or such transfer or exchange is made pursuant to the next sentence, and (ii) such transfer or exchange is in accordance with the applicable rules and procedures of Euroclear or Clearstream,
as the case may be, and the provisions of Sections 305 and 313. Subject to the limitation on issuance of Physical Notes set forth in Section 313(3), Physical Notes shall be transferred to all beneficial owners in exchange for
their beneficial interests in the relevant Global Note, if (i) the Common Depositary notifies the Issuer at any time that it is unwilling or unable to continue as Common Depositary for the Global Notes and a successor depositary is not
appointed within 120 days; (ii) Euroclear or Clearstream ceases to be registered as a “Clearing Agency” under the Securities Exchange Act of 1934 and a successor depositary is not appointed within 120 days or (iii) an Event of
Default shall have occurred and be continuing with respect to the Notes and the Trustee has received a written request from Euroclear or Clearstream to issue Physical Notes. 
 (c) In connection with any transfer or exchange of a portion of the beneficial interest in any Global Note to beneficial owners for Physical Notes pursuant to Section 312(b), the Note
Registrar shall record on its books and records the date and a decrease in the principal amount of such Global Note in an amount equal to the beneficial interest in the Global Note being transferred, and the Issuer shall execute, and the Trustee
shall authenticate and deliver, one or more Physical Notes of like tenor and principal amount of authorized denominations. 

(d) In connection with a transfer of an entire Global Note to beneficial owners pursuant to Section 312(b), the applicable
Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by Euroclear or Clearstream, as the case may be, in
exchange for its beneficial interest in the applicable Global Note, an equal aggregate principal amount at maturity of Rule 144A Physical Notes (in the case of any Rule 144A Global Note) or Regulation S Physical Notes (in the case of any Regulation
S Global Note), as the case may be, of authorized denominations. 
 (e) The transfer and exchange of a Global Note or beneficial
interests therein shall be effected through the Common Depositary, in accordance with this Indenture (including applicable restrictions on transfer set forth in Section 313) and the procedures therefor of Euroclear or Clearstream, as the
case may be. Any beneficial interest in one of the Global Notes that is transferred to a Person who takes delivery in the form of an interest in a different Global Note will, upon transfer, cease to be an interest in such Global Note and become an
interest in the other Global Note and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest. A
transferor of a beneficial interest in a Global Note shall deliver 

  
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to the Note Registrar a written order given in accordance with the procedures of Euroclear or Clearstream, as applicable, containing information regarding the participant account of the Common
Depositary to be credited with a beneficial interest in the relevant Global Note. Subject to Section 313, the Note Registrar shall, in accordance with such instructions, instruct Euroclear or Clearstream, as applicable, to credit to the
account of the Person specified in such instructions a beneficial interest in such Global Note and to debit the account of the Person making the transfer the beneficial interest in the Global Note being transferred. 

(f) Any Physical Note delivered in exchange for an interest in a Global Note pursuant to Section 312(b) shall, unless such
exchange is made on or after the Resale Restriction Termination Date applicable to such Note and except as otherwise provided in Section 203 and Section 313, bear the Private Placement Legend. 

(g) [Reserved]. 

(h) The Holder of any Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold
interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. 

Section 313 Special Transfer Provisions. 

(1) Transfers to Non-U.S. Persons. The following provisions shall apply with respect to the registration of any
proposed transfer of a Note that is a Restricted Security to any Non-U.S. Person: The Note Registrar shall register such transfer if it complies with all other applicable requirements of this Indenture (including Section 305) and,

 (a) if (x) such transfer is after the relevant Resale Restriction Termination Date with respect to such
Note or (y) the proposed transferor has delivered to the Note Registrar and the Issuer and the Trustee a Regulation S Certificate and, unless otherwise agreed by the Issuer and the Trustee, an opinion of counsel, certifications and other
information satisfactory to the Issuer and the Trustee, and 
 (b) if the proposed transferor is or is acting
through an Agent Member holding a beneficial interest in a Global Note, upon receipt by the Note Registrar and the Issuer and the Trustee of (x) the certificate, opinion, certifications and other information, if any, required by clause
(a) above and (y) written instructions given in accordance with the procedures of the Note Registrar and of the Common Depositary; 
 whereupon (i) the Note Registrar shall reflect on its books and records the date and (if the transfer does not involve a transfer of any Outstanding Physical Note) a decrease in the principal amount
of the relevant Global Note in an amount equal to the principal amount of the beneficial interest in the relevant Global Note to be transferred, and (ii) either (A) if the proposed transferee is or is acting through an Agent Member holding
a beneficial interest in a relevant Regulation S Global Note, the Note Registrar shall reflect on its books and records the date and an increase in the principal amount of such Regulation S Global Note in an amount equal to the principal amount of
the beneficial interest being so transferred or (B) otherwise the Issuer shall execute and the Trustee shall authenticate and deliver one or more Physical Notes of like tenor and amount. 

  
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 (2) Transfers to QIBs. The following provisions shall apply with
respect to the registration of any proposed transfer of a Note that is a Restricted Security to a QIB (excluding transfers to Non-U.S. Persons): The Note Registrar shall register such transfer if it complies with all other applicable requirements of
this Indenture (including Section 305) and, 
 (a) if such transfer is being made by a proposed
transferor who has checked the box provided for on the form of such Note stating, or has otherwise certified to the Note Registrar and the Issuer and the Trustee in writing, that the sale has been made in compliance with the provisions of Rule 144A
to a transferee who has signed the certification provided for on the form of such Note stating, or has otherwise certified to Note Registrar and the Issuer and the Trustee in writing, that it is purchasing such Note for its own account or an account
with respect to which it exercises sole investment discretion and that it and any such account is a QIB within the meaning of Rule 144A, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received
such information regarding the Issuer as it has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption
from registration provided by Rule 144A; and 
 (b) if the proposed transferee is an Agent Member, and the Note
to be transferred consists of a Physical Note that after transfer is to be evidenced by an interest in a Global Note or consists of a beneficial interest in a Global Note that after the transfer is to be evidenced by an interest in a different
Global Note, upon receipt by the Note Registrar of written instructions given in accordance with the procedures of the Note Registrar and of the Common Depositary, whereupon the Note Registrar shall reflect on its books and records the date and an
increase in the principal amount of the transferee Global Note in an amount equal to the principal amount of the Physical Note or such beneficial interest in such transferor Global Note to be transferred, and the Trustee shall cancel the Physical
Note so transferred or reflect on its books and records the date and a decrease in the principal amount of such transferor Global Note, as the case may be. 
 (3) Limitation on Issuance of Physical Notes. No Physical Note shall be exchanged for a beneficial interest in any Global Note, except in accordance with Section 312 and this
Section 313. 
 A beneficial owner of an interest a Temporary Regulation S Global Note (and, in the case of any
Additional Notes for which no Temporary Regulation S Global Note is issued, any Regulation S Global Note) shall not be permitted to exchange such interest for a Physical Note or (in the case of such interest in a Temporary Regulation S Global Note)
an interest in a Permanent Regulation S Global Note until a date, which must be after Distribution Compliance Date, on which the Issuer receive a certificate of beneficial ownership substantially in the form of Exhibit C from such beneficial
owner (a “Certificate of Beneficial Ownership”). Such date, as it relates to a Regulation S Global Note, is herein referred to as the “Regulation S Note Exchange Date.” 

  
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 (4) Private Placement Legend. Upon the transfer, exchange or
replacement of Notes not bearing the Private Placement Legend, the Note Registrar shall deliver Notes that do not bear the Private Placement Legend. Upon the transfer, exchange or replacement of Notes bearing the Private Placement Legend, the Note
Registrar shall deliver only Notes that bear the Private Placement Legend unless (i) the requested transfer is after the relevant Resale Restriction Termination Date with respect to such Notes, (ii) upon written request of the Issuer after
there is delivered to the Note Registrar an opinion of counsel (which opinion and counsel are satisfactory to the Issuer and the Trustee) to the effect that neither such legend nor the related restrictions on transfer are required in order to
maintain compliance with the provisions of the Securities Act, (iii) with respect to a Regulation S Global Note (on or after the Regulation S Note Exchange Date with respect to such Regulation S Global Note) or Regulation S Physical Note, in
each case with the agreement of the Issuer, or (iv) such Notes are sold or exchanged pursuant to an effective registration statement under the Securities Act. 

(5) Other Transfers. The Note Registrar shall effect and register, upon receipt of a written request from the
Issuer to do so, a transfer not otherwise permitted by this Section 313, such registration to be done in accordance with the otherwise applicable provisions of this Section 313, upon the furnishing by the proposed transferor
or transferee of a written opinion of counsel (which opinion and counsel are satisfactory to the Issuer and the Trustee) to the effect that, and such other certifications or information as the Issuer or the Trustee may require (including, in the
case of a transfer to an Accredited Investor (as defined in Rule 501(a)(1), (2), (3) or (7) under Regulation D promulgated under the Securities Act), a certificate substantially in the form of Exhibit F) to confirm that, the
proposed transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. 
 A Note that is a Restricted Security may not be transferred other than as provided in this Section 313. A beneficial interest in a Global Note that is a Restricted Security may not be
exchanged for a beneficial interest in another Global Note other than through a transfer in compliance with this Section 313. 
 (6) General. By its acceptance of any Note bearing the Private Placement Legend, each Holder of such a Note acknowledges the restrictions on transfer of such Note set forth in this Indenture
and in the Private Placement Legend and agrees that it will transfer such Note only as provided in this Indenture. 
 The Note
Registrar shall retain copies of all letters, notices and other written communications received pursuant to Section 312 or this Section 313 (including all Notes received for transfer pursuant to Section 313). The
Issuer shall have the right to require the Note Registrar to deliver to the Issuer, at the Issuer’s expense, copies of all such letters, notices or other written communications at any reasonable time upon the giving of reasonable written notice
to the Note Registrar. 

  
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 In connection with any transfer of any Note, the Trustee, the Note Registrar and the Issuer
shall be entitled to receive, shall be under no duty to inquire into, may conclusively presume the correctness of, and shall be fully protected in relying upon the certificates, opinions and other information referred to herein (or in the forms
provided herein, attached hereto or to the Notes, or otherwise) received from any Holder and any transferee of any Note regarding the validity, legality and due authorization of any such transfer, the eligibility of the transferee to receive such
Note and any other facts and circumstances related to such transfer. 
 Section 314 [Reserved]. 

ARTICLE IV 

COVENANTS 

Section 401 Payment of Principal, Premium and Interest. The Issuer shall duly and punctually pay the principal of (and
premium, if any) and interest on the Notes in accordance with the terms of the Notes and this Indenture. Principal amount (and premium, if any) and interest on the Notes shall be considered paid on the date due if the Issuer shall have deposited
with the applicable Paying Agent (if other than the Issuer, the Company or a wholly owned Domestic Subsidiary of the Company) as of 10:00 a.m. London time on the due date money in immediately available funds and designated for and sufficient to pay
all principal amount (and premium, if any) and interest then due. 
 Section 402 Maintenance of Office or Agency.
(a) The Issuer shall maintain in London, England one or more offices or agencies where Notes may be presented or surrendered for payment, where Notes may be surrendered for transfer or exchange and where notices and demands to or upon the
Issuer in respect of the Notes and this Indenture may be served. The Issuer shall give prompt written notice to the Trustee of the location, and of any change in the location, of such office or agency. If at any time the Issuer shall fail to
maintain such office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. 

(b) The Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered
for any or all purposes and may from time to time rescind such designations. 
 The Issuer hereby designates the Corporate Trust
Office of the Paying Agent as such office or agency of the Issuer where Notes may be presented or surrendered for payment or for transfer or exchange for so long as such Corporate Trust Office remains a Place of Payment, in accordance with
Section 305 hereof. 
 Section 403 Money for Payments to Be Held in Trust. If the Issuer shall at any
time act as its own Paying Agent, it shall, on or before 12:00 p.m., London time each due date of the principal of (and premium, if any) or interest on, any of the Notes, segregate and hold in trust 

  
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for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest so becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided, and shall promptly notify the Trustee of its action or failure so to act. 
 If the Issuer is
not acting as its own Paying Agent, it shall, on or prior to 10:00 a.m., London time each due date of the principal of (and premium, if any) or interest on, any Notes, deposit with a Paying Agent a sum sufficient to pay the principal (and premium,
if any) or interest, so becoming due, and (unless such Paying Agent is the Trustee) the Company shall promptly notify the Trustee of its action or failure so to act. 
 The Paying Agent shall not be bound to make any payments unless and until it is satisfied that it has received or will receive from the Issuer, such funds as are necessary to make such payment. The Paying
Agent shall be entitled to make payments net of any taxes or sums required to be withheld or deducted by applicable law. 
 If
the Issuer is not acting as its own Paying Agent, the Company shall cause any Paying Agent other than the Trustee (or the Paying Agent that is a party hereto with regard to paragraphs 2 and 4 below) to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 403, that such Paying Agent shall 
 (1) hold all sums held by it for the payment of principal of (and premium, if any) or interest on Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such
Persons or otherwise disposed of as herein provided; 
 (2) give the Trustee notice of any default by the Issuer
(or any other obligor upon the Notes) in the making of any such payment of principal (and premium, if any) or interest; 
 (3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent; and 

(4) acknowledge, accept and agree to comply in all respects with the provisions of this Indenture and TIA relating to the
duties, rights and liabilities of such Paying Agent. 
 The Issuer may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or by Issuer Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Issuer or such Paying Agent, such sums to be held by the Trustee upon the
same trusts as those upon which such sums were held by the Issuer or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. 

Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of (and
premium, if any) or interest on any Note 

  
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and remaining unclaimed for two years after such principal (and premium, if any) or interest has become due and payable shall be paid to the Issuer on Issuer Request, or (if then held by the
Issuer) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such
trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease. 
 For the avoidance of doubt, any
Paying Agent that is a party to this Indenture will hold any monies received by it pursuant to this Section 403 as banker. Such monies need not be segregated from other funds except as required by law and the Paying Agent shall not be liable
for interest thereon. Such monies shall not be held in trust and will not be held subject to the UK FSA Client Money Rules. 

The Paying Agent that is a party hereto shall not be subject to or have any duties or habits in relation to the TIA. 

Section 404 [Reserved]. 
 Section 405 Reports. When any Notes under the Indenture are outstanding, the Company will provide to the Trustee and the holders of Notes: (a) within 90 days after the end of the
Company’s fiscal year, financial statements and management’s discussion and analysis of financial condition and results of operations substantially equivalent to that which would be required to be included in an Annual Report on Form 10-K
of the Company were the Company subject to an obligation to file such a report under the Exchange Act, and (b) within 45 days after the end of each of the first three fiscal quarters in each fiscal year of the Company, financial statements and
management’s discussion and analysis of financial condition and results of operations substantially equivalent to that which would be required to be included in a Quarterly Report on Form 10-Q of the Company were the Company subject to an
obligation to file such a report under the Exchange Act; provided, however, that the reports set forth in clauses (a) and (b) above shall not be required to: (x) contain any certification required by any such form or the
Sarbanes-Oxley Act of 2002, (y) include separate financial statements of any Guarantor or (z) include any exhibit. 

The Company will be deemed to have satisfied the requirements of this Section 405 if any Parent files with the SEC and
provides reports, documents and information of the types otherwise so required, in each case within the applicable time periods specified by the applicable rules and regulations of the SEC, and the Company is not required to file such reports,
documents and information separately under the applicable rules and regulations of the SEC (after giving effect to any exemptive relief) because of the filings by such Parent. 
 Section 406 Statement as to Default. The Issuer shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after January 1, 2013, an
Officer’s Certificate to the effect that to the best knowledge of the signer thereof the Issuer is or is not in default in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to any
period of grace or requirement of notice provided hereunder) and, if the Issuer shall be in default, specifying all such defaults and 

  
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the nature and status thereof of which such signer may have knowledge. The individual signing any certificate given by any Person pursuant to this Section 406 shall be the principal
executive, financial or accounting Officer of such Person. 
 Section 407 Limitation on Indebtedness. (a) The
Company will not, and will not permit any Restricted Subsidiary to, Incur any Indebtedness; provided, however, that the Company or any Restricted Subsidiary may Incur Indebtedness if on the date of the Incurrence of such Indebtedness,
after giving effect to the Incurrence thereof, the Consolidated Coverage Ratio would be greater than 2.00 to 1.00. 
 (b)
Notwithstanding the foregoing paragraph (a), the Company and its Restricted Subsidiaries may Incur the following Indebtedness: 
 (i) Indebtedness Incurred pursuant to any Credit Facility (including but not limited to in respect of letters of credit or bankers’ acceptances issued or created thereunder) and Indebtedness Incurred
other than under any Credit Facility, and (without limiting the foregoing), in each case, any Refinancing Indebtedness in respect thereof, in a maximum principal amount at any time outstanding not exceeding in the aggregate the amount equal to
$2,675 million; 
 (ii) Indebtedness (A) of any Restricted Subsidiary to the Company or (B) of the
Company or any Restricted Subsidiary to any Restricted Subsidiary; provided, that any subsequent issuance or transfer of any Capital Stock of such Restricted Subsidiary to which such Indebtedness is owed, or other event, that results in such
Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of such Indebtedness (except to the Company or a Restricted Subsidiary) will be deemed, in each case, an Incurrence of such Indebtedness by the issuer
thereof not permitted by this clause (ii); 
 (iii) Indebtedness represented by the Notes, the Subsidiary
Guarantees the Guarantee of the Notes by the Company, any Indebtedness (other than the Indebtedness described in clause (ii) above) outstanding on the Issue Date and any Refinancing Indebtedness Incurred in respect of any Indebtedness described
in this clause (iii), Section 407(b)(x) or paragraph (a) above; 
 (iv) Purchase Money
Obligations and Capitalized Lease Obligations, and any Refinancing Indebtedness with respect thereto; 
 (v)
Indebtedness consisting of (x) accommodation guarantees for the benefit of trade creditors of the Company or any of its Restricted Subsidiaries, (y) Guarantees in connection with the construction or improvement of all or any portion of a
Public Facility to be used by the Company or any Restricted Subsidiary or (z) Guarantees required or reasonably necessary (in the good faith determination of the Company) in connection with Vehicle Rental Concession Rights; 

  
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 (vi)(A) Guarantees by the Company or any Restricted Subsidiary of
Indebtedness or any other obligation or liability of the Company or any Restricted Subsidiary (other than any Indebtedness Incurred by the Company or such Restricted Subsidiary, as the case may be, in violation of this Section 407), or
(B) without limiting Section 413, Indebtedness of the Company or any Restricted Subsidiary arising by reason of any Lien granted by or applicable to such Person securing Indebtedness of the Company or any Restricted Subsidiary
(other than any Indebtedness Incurred by the Company or such Restricted Subsidiary, as the case may be, in violation of this Section 407); 
 (vii) Indebtedness of the Company or any Restricted Subsidiary (A) arising from the honoring of a check, draft or similar instrument of such Person drawn against insufficient funds, provided
that such Indebtedness is extinguished within five Business Days of its Incurrence, or (B) consisting of guarantees, indemnities, obligations in respect of earnouts or other purchase price adjustments, or similar obligations, Incurred in
connection with the acquisition or disposition of any business, assets or Person; 
 (viii) Indebtedness of the
Company or any Restricted Subsidiary in respect of (A) deductible obligations, self-insurance obligations, reinsurance obligations, completion guarantees, surety, judgment, appeal or performance bonds, or other similar bonds, instruments or
obligations, provided, or relating to liabilities or obligations incurred, in the ordinary course of business, or (B) Hedging Obligations, entered into for bona fide hedging purposes that are incurred in the ordinary course of business, or
(C) the financing of insurance premiums in the ordinary course of business, or (D) netting, overdraft protection and other arrangements arising under standard business terms of any bank at which the Company or any Restricted Subsidiary
maintains an overdraft, cash pooling or other similar facility or arrangement; 
 (ix) Indebtedness (A) of a
Special Purpose Subsidiary secured by a Lien on all or part of the assets disposed of in, or otherwise Incurred in connection with, a Financing Disposition or (B) otherwise Incurred in connection with a Special Purpose Financing;
provided that (1) such Indebtedness is not recourse to the Company or any Restricted Subsidiary that is not a Special Purpose Subsidiary (other than with respect to Special Purpose Financing Undertakings or with respect to potential
liability of Aviscar Inc. or Budgetcar Inc., or their respective successors, in their capacity as partners in a Canadian Securitization Entity), (2) in the event such Indebtedness shall become recourse to the Company or any Restricted
Subsidiary that is not a Special Purpose Subsidiary (other than with respect to Special Purpose Financing Undertakings), such Indebtedness will be deemed to be, and must be classified by the Company as, Incurred at such time (or at the time
initially Incurred) under one or more of the other provisions of this Section 407 for so long as such Indebtedness shall be so recourse; and (3) in the event that at any time thereafter such Indebtedness shall comply with the
provisions of the preceding subclause (1), the Company may classify such Indebtedness in whole or in part as Incurred under this Section 407(b)(ix); 

  
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 (x) Indebtedness of any Person that is assumed by the Company or any
Restricted Subsidiary in connection with its acquisition of assets from such Person or any Affiliate thereof or is issued and outstanding on or prior to the date on which such Person was acquired by the Company or any Restricted Subsidiary or merged
or consolidated with or into any Restricted Subsidiary (other than Indebtedness Incurred to finance, or otherwise Incurred in connection with, such acquisition), provided that on the date of such acquisition, merger or consolidation, after
giving effect thereto, the Company could Incur at least $1.00 of additional Indebtedness pursuant to paragraph (a) above; and any Refinancing Indebtedness with respect to any such Indebtedness; 

(xi) Indebtedness of the Company or any Restricted Subsidiary that (A) is in the form of a demand note or other
promissory note, (B) is in favor of, or for the benefit of, any Unrestricted Subsidiary, and (C) serves as credit enhancement for any vehicle-related financing; and 

(xii) in addition to the items referred to in clauses (i) through (xi) above, Indebtedness of the Company or any
Restricted Subsidiary in an aggregate outstanding principal amount at any time not exceeding an amount equal to 3.25% of Consolidated Tangible Assets. 
 (c) For purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness Incurred pursuant to and in compliance with, this Section 407, (i) any
other obligation of the obligor on such Indebtedness (or of any other Person who could have Incurred such Indebtedness under this Section 407) arising under any Guarantee, Lien or letter of credit, bankers’ acceptance or other
similar instrument or obligation supporting such Indebtedness shall be disregarded to the extent that such Guarantee, Lien or letter of credit, bankers’ acceptance or other similar instrument or obligation secures the principal amount of such
Indebtedness; (ii) in the event that Indebtedness meets the criteria of more than one of the types of Indebtedness described in paragraphs (a) or (b) above, the Issuer, in its sole discretion, shall classify such item of Indebtedness
and may include the amount and type of such Indebtedness in one or more of such clauses (including in part under one such clause and in part under another such clause), and may reclassify such item of Indebtedness in any manner that complies with
this Section 407 and only be required to include the amount and type of such Indebtedness in one of such clauses; (iii) if obligations in respect of letters of credit are Incurred pursuant to a Credit Facility and are being treated
as Incurred pursuant to Section 407(b)(i) and the letters of credit relate to other Indebtedness, then such other Indebtedness shall not be included; and (iv) the amount of Indebtedness issued at a price that is less than the
principal amount thereof shall be equal to the amount of the liability in respect thereof determined in accordance with GAAP. 

(d) For purposes of determining compliance with any Dollar-denominated restriction on the Incurrence of Indebtedness denominated in a
foreign currency, the Dollar-equivalent principal amount of such Indebtedness Incurred pursuant thereto shall be calculated based on the relevant currency exchange rate in effect on the date that such Indebtedness was Incurred, in the case of term
Indebtedness, or first committed, in the case of revolving credit Indebtedness, provided that (x) the Dollar-equivalent principal amount of any such Indebtedness 

  
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outstanding on the Issue Date shall be calculated based on the relevant currency exchange rate in effect on the Issue Date, (y) if such Indebtedness is Incurred to refinance other
Indebtedness denominated in a foreign currency (or in a different currency from such Indebtedness so being Incurred), and such refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant
currency exchange rate in effect on the date of such refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed (i) the outstanding
or committed principal amount (whichever is higher) of such Indebtedness being refinanced plus (ii) the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing and
(z) the Dollar-equivalent principal amount of Indebtedness denominated in a foreign currency and Incurred pursuant to the Senior Credit Facilities shall be calculated based on the relevant currency exchange rate in effect on, at the
Issuer’s option, (i) the Issue Date, (ii) any date on which any of the respective commitments under such Senior Credit Facilities shall be reallocated between or among facilities or subfacilities thereunder, or on which such rate is
otherwise calculated for any purpose thereunder, or (iii) the date of such Incurrence. The principal amount of any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being
refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing. 

Section 408 [Reserved]. 
 Section 409 Limitation on Restricted Payments. (a) The Company shall not, and shall not permit any Restricted Subsidiary, directly or indirectly, to (i) declare or pay any dividend
or make any distribution on or in respect of its Capital Stock (including any such payment in connection with any merger or consolidation to which the Company is a party) except (x) dividends or distributions payable solely in its Capital Stock
(other than Disqualified Stock) and (y) dividends or distributions payable to the Company or any Restricted Subsidiary (and, in the case of any such Restricted Subsidiary making such dividend or distribution, to other holders of its Capital
Stock on no more than a pro rata basis), (ii) purchase, redeem, retire or otherwise acquire for value any Capital Stock of the Company held by Persons other than the Company or a Restricted Subsidiary, (iii) voluntarily purchase,
repurchase, redeem, defease or otherwise voluntarily acquire or retire for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment, any Subordinated Obligations (other than a purchase, repurchase, redemption,
defeasance or other acquisition or retirement for value in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of such acquisition or retirement) or
(iv) make any Investment (other than a Permitted Investment) in any Person (any such dividend, distribution, purchase, repurchase, redemption, defeasance, other acquisition or retirement or Investment being herein referred to as a
“Restricted Payment”), if at the time the Company or such Restricted Subsidiary makes such Restricted Payment and after giving effect thereto: 
 (1) a Default shall have occurred and be continuing (or would result therefrom); 

  
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 (2) the Company could not Incur at least an additional $1.00 of Indebtedness
pursuant to Section 407(a); 
 (3) other aggregate amount of such Restricted Payment and all other
Restricted Payments (the amount so expended, if other than in cash, to be as determined in good faith by the Board, whose determination shall be conclusive and evidenced by a resolution of the Board) declared or made subsequent to the Issue Date and
then outstanding would exceed, without duplication, the sum of: 
 (A) 50% of the Consolidated Net Income accrued
during the period (treated as one accounting period) beginning on April 1, 2006 to the end of the most recent fiscal quarter ending prior to the date of such Restricted Payment for which consolidated financial statements of the Company are
available (or, in case such Consolidated Net Income shall be a negative number, 100% of such negative number); 

(B) 100% of the aggregate Net Cash Proceeds and the fair value (as determined in good faith by the Board) of property or
assets received (x) by the Company as capital contributions to the Company after the Issue Date or from the issuance or sale (other than to a Restricted Subsidiary) of its Capital Stock (other than Disqualified Stock) after the Issue Date or
(y) by the Company or any Restricted Subsidiary from the issuance and sale by the Company or any Restricted Subsidiary of Indebtedness that shall have been converted into or exchanged after the Issue Date for Capital Stock of the Company or any
Parent (other than Disqualified Stock), plus the amount of any cash and the fair value (as determined in good faith by the Board) of any property or assets, received by the Company or any Restricted Subsidiary upon such conversion or exchange;

 (C) the aggregate amount equal to the net reduction in Investments in Unrestricted Subsidiaries resulting from
(i) dividends, distributions, cancellation of indebtedness for borrowed money owed by the Company or any Restricted Subsidiary to an Unrestricted Subsidiary, interest payments, return of capital, repayments of Investments or other transfers of
assets to the Company or any Restricted Subsidiary from any Unrestricted Subsidiary, including dividends or other distributions related to dividends or other distributions made pursuant to Section 409(b)(viii) (but only to the extent
such amount is not included in Consolidated Net Income), or (ii) the redesignation of any Unrestricted Subsidiary as a Restricted Subsidiary (valued in each case as provided in the definition of “Investment”), not to exceed in
the case of any such Unrestricted Subsidiary the aggregate amount of Investments (other than Permitted Investments) made by the Company or any Restricted Subsidiary in such Unrestricted Subsidiary after the Issue Date; and 

(D) in the case of any disposition or repayment of any Investment constituting a Restricted Payment (without duplication
of any amount deducted in calculating the amount of Investments at any time outstanding included in the 

  
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amount of Restricted Payments), an amount in the aggregate equal to the lesser of the return of capital, repayment or other proceeds with respect to all such Investments received by the Company
or a Restricted Subsidiary and the initial amount of all such Investments constituting Restricted Payments. 
 (b) The
provisions of Section 409(a) will not prohibit any of the following, so long as a Default shall not have occurred and be continuing (or would result therefrom) (each, a “Permitted Payment”): 

(i) any purchase, redemption, repurchase, defeasance or other acquisition or retirement of Capital Stock of the Company or
Subordinated Obligations made by exchange (including any such exchange pursuant to the exercise of a conversion right or privilege in connection with which cash is paid in lieu of the issuance of fractional shares) for, or out of the proceeds of the
substantially concurrent issuance or sale of, Capital Stock of the Company (other than Disqualified Stock and other than Capital Stock issued or sold to a Restricted Subsidiary) or a substantially concurrent capital contribution to the Company;
provided, that the Net Cash Proceeds from such issuance, sale or capital contribution shall be excluded in subsequent calculations under Section 409(a)(3)(B); 

(ii) any purchase, redemption, repurchase, defeasance or other acquisition or retirement of Subordinated Obligations
(w) made by exchange for, or out of the proceeds of the substantially concurrent issuance or sale of, Indebtedness of the Company or Refinancing Indebtedness Incurred in compliance with Section 407, (x) from Net Available Cash
to the extent permitted by Section 411, (y) following the occurrence of a Change of Control (or other similar event described therein as a “change of control”), but only if the Company shall have complied with
Section 415 and, if required, purchased all Notes tendered pursuant to the offer to repurchase all the Notes required thereby, prior to purchasing or repaying such Subordinated Obligations or (z) constituting Acquired Indebtedness;

 (iii) dividends paid within 60 days after the date of declaration thereof if at such date of declaration such
dividend would have complied with Section 409(a); 
 (iv) the payment by the Company of, or loans,
advances, dividends or distributions by the Company to any Parent to pay, any outstanding principal amount of, plus accrued and unpaid interest on, the Indirect Parent’s 3.50% Convertible Senior Notes due 2014; 

(v) the payment by the Company of, or loans, advances, dividends or distributions by the Company to any Parent to pay,
dividends on or purchase or repurchase the common stock or equity of such Parent in an amount not to exceed in any fiscal year $25 million; 
 (vi) notwithstanding the existence of any default or Event of Default, loans, advances, dividends or distributions to any Parent or other payments by the


  
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Company or any Restricted Subsidiary to permit such Parent to make payments pursuant to (A) any Tax Sharing Agreement, or (B) to pay or permit any Parent to pay (1) any Parent
Expenses or (2) any Related Taxes; 
 (vii) payments by the Company, or loans, advances, dividends or
distributions by the Company to any Parent to make payments, to holders of Capital Stock of the Company or any Parent in lieu of issuance of fractional shares of such Capital Stock, not to exceed $5.0 million in the aggregate outstanding at any
time; 
 (viii) dividends or other distributions of Capital Stock, Indebtedness or other securities of
Unrestricted Subsidiaries; 
 (ix) the declaration and payment of dividends to holders of any class or series of
Disqualified Stock, or of any Preferred Stock of a Restricted Subsidiary, Incurred in accordance with the terms of the covenant described under Section 407 above; 

(x) distributions by a Special Purpose Entity organized outside the United States to its partners pursuant to a financing
arrangement solely out of the cash flows of such Special Purpose Entity; 
 (xi) Restricted Payments (including
loans and advances) in an aggregate amount outstanding at any time not exceeding an amount (net of repayments of such loans or advances) equal to 1% of Consolidated Tangible Assets; 

(xii) the purchase, redemption or other acquisition, cancellation or retirement for value of Equity Interests of the
Company or any Restricted Subsidiary or any Parent held by any existing or former employees or management or directors of the Company or any Parent or any Subsidiary of the Company or their assigns, estates or heirs, in each case in connection with
(x) the death or disability of such employee, manager or director or (y) the repurchase provisions under employee stock option or stock purchase agreements or other agreements to compensate management employees or directors;
provided that in the case of clause (y) such redemptions or repurchases pursuant to such clause will not exceed $2.5 million in the aggregate during any twelve-month period plus the aggregate Net Cash Proceeds received by the Company
after the Issue Date from the issuance of such Capital Stock or equity appreciation rights to, or the exercise of options, warrants or other rights to purchase or acquire Capital Stock of the Company by, any current or former director, officer or
employee of the Company or any Restricted Subsidiary; provided that the amount of such Net Cash Proceeds received by the Company and utilized pursuant to this Section 409(b)(xii) for any such repurchase, redemption,
acquisition or retirement will be excluded from Section 409(a)(3)(B); and provided, further, that unused amounts available pursuant to this Section 409(b)(xii) to be utilized for Restricted Payments during any
twelve-month period may be carried forward and utilized in the next succeeding twelve-month period; and 

  
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 (xiii) repurchases of Capital Stock deemed to occur upon the exercise of
stock options, warrants or other convertible securities if such Capital Stock represents (i) a portion of the exercise price thereof or (ii) withholding incurred in connection with such exercise. 

provided, that (A) in the case of clauses (iii), (v), (vi)(B)(1) (but only such Parent Expenses referred to in clause (ii) and clause
(iv) of the definition of “Parent Expenses”), (vii), (ix) and (xi), the net amount of any such Permitted Payment shall be included in subsequent calculations of the amount of Restricted Payments (but only to the extent
such amount was not included as an expense in the calculation of Consolidated Net Income), and (B) in all cases other than pursuant to clause (A) immediately above, the net amount of any such Permitted Payment shall be excluded in
subsequent calculations of the amount of Restricted Payments 
 Section 410 Limitation on Restrictions on Distributions
from Restricted Subsidiaries. The Company will not, and will not permit any Restricted Subsidiary to, create or otherwise cause to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to
(i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness or other obligations owed to the Company, (ii) make any loans or advances to the Company or (iii) transfer any of its property or assets to
the Company (provided that dividend or liquidation priority between classes of Capital Stock, or subordination of any obligation (including the application of any remedy bars thereto) to any other obligation, will not be deemed to constitute
such an encumbrance or restriction), except any encumbrance or restriction: 
 (1) pursuant to any agreement in
effect at or entered into on the Issue Date, including, without limitation, this Indenture, the Notes, the Senior Credit Facilities or any other Credit Facility; 

(2) pursuant to any agreement or instrument of a Person, or relating to Indebtedness or Capital Stock of a Person, which
Person is acquired by or merged or consolidated with or into the Company or any Restricted Subsidiary, or which agreement or instrument is assumed by the Company or any Restricted Subsidiary in connection with an acquisition of assets from such
Person, as in effect at the time of such acquisition, merger or consolidation (except to the extent that such Indebtedness was incurred to finance, or otherwise in connection with, such acquisition, merger or consolidation); provided that for
purposes of this clause (2), if a Person other than the Company is the Successor Company with respect thereto, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed, as the case
may be, by the Company or a Restricted Subsidiary, as the case may be, when such Person becomes such Successor Company; 
 (3) pursuant to an agreement or instrument (a “Refinancing Agreement”) effecting a refinancing of Indebtedness Incurred pursuant to, or that otherwise extends, renews, refunds, refinances
or replaces, an agreement or instrument referred to in clause (1) or (2) of this Section 410 or this clause (3) (an “Initial Agreement”) or contained in any amendment, supplement or other modification to
an Initial Agreement (an 

  
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“Amendment”); provided, however, that the encumbrances and restrictions contained in any such Refinancing Agreement or Amendment taken as a whole are not materially
less favorable to the Holders of the Notes than encumbrances and restrictions contained in the Initial Agreement or Initial Agreements to which such Refinancing Agreement or Amendment relates (as determined in good faith by the Company); 

(4) (A) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is
subject to a lease, license or similar contract, or the assignment or transfer of any lease, license or other contract, (B) by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets
of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture, (C) contained in mortgages, pledges or other security agreements securing Indebtedness of a Restricted Subsidiary to the extent restricting the transfer of
the property or assets subject thereto, (D) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary, (E) pursuant to
Purchase Money Obligations that impose encumbrances or restrictions on the property or assets so acquired, (F) on cash or other deposits or net worth imposed by customers or suppliers under agreements entered into in the ordinary course of
business, (G) pursuant to customary provisions contained in agreements and instruments entered into in the ordinary course of business (including but not limited to leases and joint venture and other similar agreements entered into in the
ordinary course of business), (H) that arises or is agreed to in the ordinary course of business and does not detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or such
Restricted Subsidiary, (I) pursuant to Hedging Obligations, (J) in connection with or relating to any Vehicle Rental Concession Right or (K) that is included in the constating documents of a Special Purpose Entity; 

(5) with respect to a Restricted Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered
into for the direct or indirect sale or disposition of all or substantially all the Capital Stock or assets of such Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or
disposition; 
 (6) by reason of any applicable law, rule, regulation or order, or required by any regulatory
authority having jurisdiction over the Company or any Restricted Subsidiary or any of their businesses; or 
 (7)
pursuant to an agreement or instrument (A) relating to any Indebtedness permitted to be Incurred subsequent to the Issue Date pursuant to the provisions of Section 407 (i) if the encumbrances and restrictions contained in any
such agreement or instrument taken as a whole are not materially less favorable to the Holders of the Notes than the encumbrances and restrictions contained in the Initial Agreements (as determined in good faith by the Company), or (ii) if such
encumbrance or restriction is not materially more disadvantageous to the Holders of the Notes than is customary in comparable financings (as determined in good faith by the Company) and either (x) the


  
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Company determines in good faith that such encumbrance or restriction will not materially affect the Company’s ability to make principal or interest payments on the Notes or (y) such
encumbrance or restriction applies only if a default occurs in respect of a payment or financial covenant relating to such Indebtedness, (B) relating to any sale of receivables by a Foreign Subsidiary, (C) of or relating to Indebtedness of
or a Financing Disposition by or to or in favor of any Special Purpose Entity or (D) of a financing arrangement of a Special Purpose Entity organized outside the United States. 

Section 411 Limitation on Sales of Assets and Subsidiary Stock. (a) The Company will not, and will not permit any
Restricted Subsidiary to, make any Asset Disposition unless 
 (i) the Company or such Restricted Subsidiary
receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at the time of such Asset Disposition at least equal to the fair market value of the shares and
assets subject to such Asset Disposition, as such fair market value may be determined (and shall be determined, to the extent such Asset Disposition or any series of related Asset Dispositions involves aggregate consideration in excess of $25.0
million) in good faith by the Board, whose determination shall be conclusive (including as to the value of all non-cash consideration); 
 (ii) in the case of any Asset Disposition (or series of related Asset Dispositions) having a fair market value of $25.0 million or more other than in a sale of the Budget Truck Division for fair market
value, at least 75% of the consideration therefor (excluding, in the case of an Asset Disposition (or series of related Asset Dispositions), any consideration by way of relief from, or by any other Person assuming responsibility for, any
liabilities, contingent or otherwise, that are not Indebtedness) received by the Company or such Restricted Subsidiary is in the form of cash; and 
 (iii) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company (or any Restricted Subsidiary, as the case may be) as follows: 

(A) first, either (x) to the extent the Company elects (or is required by the terms of any Bank Indebtedness, any
senior indebtedness of the Company or any Subsidiary Guarantor or any Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor), to prepay, repay or purchase any such Indebtedness or (in the case of letters of credit, bankers’
acceptances or other similar instruments) cash collateralize any such Indebtedness (in each case other than Indebtedness owed to the Company or a Restricted Subsidiary) within 365 days after the later of the date of such Asset Disposition and the
date of receipt of such Net Available Cash, or (y) to the extent the Company or such Restricted Subsidiary elects, to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Subsidiary with an
amount equal to Net Available Cash received by the Company or another Restricted Subsidiary) within 365 days from the later of the date of such Asset Disposition and the date 

  
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of receipt of such Net Available Cash, or, if such investment in Additional Assets is a project authorized by the Board that will take longer than such 365 days to complete, the period of time
necessary to complete such project; 
 (B) second, if the balance of such Net Available Cash after
application in accordance with clause (A) above exceeds $25.0 million (such balance, the “Excess Proceeds”), to the extent of such Excess Proceeds, to make an offer to purchase Notes and (to the extent the Company or such
Restricted Subsidiary elects, or is required by the terms thereof) to purchase, redeem or repay any other unsubordinated indebtedness of the Company or a Restricted Subsidiary, pursuant and subject to Section 41l(b) and
Section 41l(c) and the agreements governing such other Indebtedness; and 
 (C) third, to the
extent of the balance of such Net Available Cash after application in accordance with clauses (A) and (B) above, to fund (to the extent consistent with any other applicable provision of this Indenture) any general corporate purpose
(including but not limited to the repurchase, repayment or other acquisition or retirement of any Subordinated Obligations); 

provided, however, that in connection with any prepayment, repayment or purchase of Indebtedness pursuant to clause (A)(x) or
(B) above, the Company or such Restricted Subsidiary will retire such Indebtedness and will cause the related loan commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid or purchased.

 Notwithstanding the foregoing provisions of this Section 411, the Company and the Restricted Subsidiaries shall
not be required to apply any Net Available Cash or equivalent amount in accordance with this Section 411 except to the extent that the aggregate Net Available Cash from all Asset Dispositions or equivalent amount that is not applied in
accordance with this Section 411 exceeds $50.0 million. If the aggregate principal amount of Notes or other Indebtedness of the Company or a Restricted Subsidiary validly tendered and not withdrawn (or otherwise subject to purchase,
redemption or repayment) in connection with an offer pursuant to clause (B) above exceeds the Excess Proceeds, the Excess Proceeds will be apportioned between such Notes and such other Indebtedness of the Company or a Restricted Subsidiary,
with the portion of the Excess Proceeds payable in respect of such Notes to equal the lesser of (x) the Excess Proceeds amount multiplied by a fraction, the numerator of which is the outstanding principal amount of such Notes and the
denominator of which is the sum of the outstanding principal amount of the Notes and the outstanding principal amount of the relevant other Indebtedness of the Company or a Restricted Subsidiary, and (y) the aggregate principal amount of Notes
validly tendered and not withdrawn. 
 For the purposes of clause (ii) of paragraph (a) above, the following are
deemed to be cash: (1) Temporary Cash Investments and Cash Equivalents, (2) the assumption of Indebtedness of the Company (other than Disqualified Stock of the Company) or any Restricted Subsidiary and the release of the Company or such
Restricted Subsidiary from all liability on payment of the principal amount of such Indebtedness in connection with such Asset Disposition, (3) Indebtedness of any Restricted Subsidiary that is no longer a Restricted


  
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Subsidiary as a result of such Asset Disposition, to the extent that the Company and each other Restricted Subsidiary are released from any Guarantee of payment of the principal amount of such
Indebtedness in connection with such Asset Disposition, (4) securities received by the Company or any Restricted Subsidiary from the transferee that are converted by the Company or such Restricted Subsidiary into cash within 180 days, and
(5) consideration consisting of Indebtedness of the Company or any Restricted Subsidiary. 
 (b) In the event of an Asset
Disposition that requires the purchase of Notes pursuant to Section 41l(a)(iii)(B), the Issuer will be required to purchase Notes tendered pursuant to an offer by the Issuer for the Notes (the “Offer”) at a purchase
price of 100% of their principal amount plus accrued and unpaid interest to the Purchase Date in accordance with the procedures (including prorating in the event of oversubscription) set forth in Section 41l(c). If the aggregate purchase
price of the Notes tendered pursuant to the offer is less than the Net Available Cash allotted to the purchase of Notes, the remaining Net Available Cash will be available to the Company or the Issuer for use in accordance with
Section 41l(a)(iii)(B) (to repay other Indebtedness of the Company or a Restricted Subsidiary) or Section 41l(a)(iii)(C). The Issuer shall not be required to make an offer for Notes pursuant to this Section 411 if
the Net Available Cash available therefor (after application of the proceeds as provided in Section 41l(a)(iii)(A)) is less than $50.0 million for any particular Asset Disposition (which lesser amounts shall be carried forward for
purposes of determining whether an offer is required with respect to the Net Available Cash from any subsequent Asset Disposition). No Note will be repurchased in part if less than €100,000 in original principal amount of such Note would be
left outstanding. 
 (c) The Issuer shall, not later than 45 days after the Issuer becomes obligated to make an offer pursuant
to this Section 411, mail a notice to each Holder with a copy to the Trustee stating: (1) that an Asset Disposition that requires the purchase of a portion of the Notes has occurred and that such Holder has the right (subject to the
prorating described below) to require the Issuer to purchase a portion of such Holder’s Notes at a purchase price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of purchase (subject
to Section 307); (2) the circumstances and relevant facts and financial information regarding such Asset Disposition; (3) the repurchase date (which shall be no earlier than 30 days nor later than 60 days from the date such
notice is mailed; (4) the instructions determined by the Issuer, consistent with this Section 411, that a Holder must follow in order to have its Notes purchased; and (5) the amount of the offer. If, upon the expiration of the
period for which the offer remains open, the aggregate principal amount of Notes surrendered by the Holder exceeds the amount of the offer, the Issuer shall select the Notes to be purchased on a pro rata basis (with such adjustments as may be
deemed appropriate by the Issuer so that only Notes in denominations of €100,000 or integral multiples of €1,000 in excess thereof shall be purchased). 
 (d) To the extent that the provisions of any securities laws or regulations conflict with provisions of this Section 411, the Company and the Issuer may comply with the applicable securities
laws and regulations and will not be deemed to have breached its obligations under this Section 411 by virtue thereof. 

  
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 Section 412 Limitation on Transactions with Affiliates. (a) The Company
will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any
service) with any Affiliate of the Company (an “Affiliate Transaction”) unless (i) such Affiliate Transaction is entered into in good faith and the terms of such Affiliate Transaction are, taken as a whole, fair and reasonable
to the Company or such Restricted Subsidiary, and (ii) if such Affiliate Transaction involves aggregate consideration in excess of $25.0 million, the terms of such Affiliate Transaction have been approved by a majority of the Disinterested
Directors. For purposes of this Section 412(a), any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in this Section 412(a) if (x) such Affiliate Transaction is approved by a majority of
the Disinterested Directors or (y) in the event there are no Disinterested Directors, the Company or such Restricted Subsidiary receives an opinion in customary form from a nationally recognized appraisal or investment banking firm to the
effect that such Affiliate Transaction is fair to the Company or such Restricted Subsidiary from a financial point of view. 

(b) The provisions of Section 412(a) will not apply to: 

(i) any Restricted Payment Transaction; 

(ii) (1) the entering into, maintaining or performance of any employment contract, collective bargaining agreement,
benefit plan, program or arrangement, related trust agreement or any other similar arrangement for or with any employee, officer or director heretofore or hereafter entered into in the ordinary course of business, including vacation, health,
insurance, deferred compensation, severance, retirement, savings or other similar plans, programs or arrangements, (2) the payment of compensation, performance of indemnification or contribution obligations, or any issuance, grant or award of
stock, options, other equity-related interests or other securities, to employees, officers or directors in the ordinary course of business, (3) the payment of reasonable fees to directors of the Company or any of its Subsidiaries (as determined
in good faith by the Company or such Subsidiary), or (4) Management Advances and payments in respect thereof (or in reimbursement of any expenses referred to in the definition of such term); 

(iii) any transaction with, including an investment in, the Company, any Restricted Subsidiary, or any Special Purpose
Entity; 
 (iv) any transaction arising out of the Separation and Distribution Agreement, dated as of
July 27, 2006 (as amended, modified or supplemented in accordance with its terms), among Avis Budget Group, Inc., Realogy Corporation, Wyndham Worldwide Corporation and Travelport Inc., including the Tax Sharing Agreement, dated as of
July 28, 2006 (as amended, modified or supplemented in accordance with its terms), Avis Budget Group, Inc., Realogy Corporation, Wyndham Worldwide Corporation and Travelport Inc., and any payments made pursuant thereto; 

  
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 (v) any transaction in the ordinary course of business, or approved by a
majority of the Board, between the Company or any Restricted Subsidiary and any Affiliate of the Company controlled by the Company that is a joint venture or similar entity; 

(vi) the execution, delivery and performance of any Tax Sharing Agreement; 

(vii) any issuance or sale of Capital Stock (other than Disqualified Stock) of the Company or capital contribution to the
Company; 
 (viii) transactions with Affiliates solely in their capacity as holders of Indebtedness or Capital
Stock of the Company or any of its Subsidiaries, where such Affiliates hold less Indebtedness or Capital Stock than non-Affiliates and such Affiliates receive the same consideration as non-Affiliates in such transactions; 

(ix) any transaction with any Person who is not an Affiliate immediately before the consummation of such transaction that
becomes an Affiliate as a result of such transaction; and 
 (x) transactions exclusively between or among the
Company and any of its Restricted Subsidiaries, provided such transactions are not otherwise prohibited by this Indenture. 

Section 413 Limitation on Liens. The Company shall not, and shall not permit any Restricted Subsidiary to, directly or
indirectly, create or permit to exist any Lien (other than Permitted Liens) on any of its property or assets (including Capital Stock of any other Person), whether owned on the date of this Indenture or thereafter acquired, securing any Indebtedness
(the “Initial Lien”), unless contemporaneously therewith effective provision is made to secure the Indebtedness due under this Indenture and the Notes or, in respect of Liens on any Restricted Subsidiary’s property or assets,
any Subsidiary Guarantee of such Restricted Subsidiary, equally and ratably with (or on a senior basis to, in the case of Subordinated Obligations or Guarantor Subordinated Obligations) such obligation for so long as such obligation is so secured by
such Initial Lien. Any such Lien thereby created in favor of the Notes or any such Subsidiary Guarantee will be automatically and unconditionally released and discharged upon (i) the release and discharge of the Initial Lien to which it
relates, (ii) in the case of any such Lien in favor of any such Subsidiary Guarantee, upon the termination and discharge of such Subsidiary Guarantee in accordance with the terms of Section 1303 or (iii) any sale, exchange or
transfer (other than a transfer constituting a transfer of all or substantially all of the assets of the Company that is governed by Section 501) to any Person not an Affiliate of the Company of the property or assets secured by such
Initial Lien, or of all of the Capital Stock held by the Company or any Restricted Subsidiary in, or all or substantially all the assets of, any Restricted Subsidiary creating such Initial Lien. 

Section 414 Future Subsidiary Guarantors. From and after the Issue Date, the Company will cause each Domestic Subsidiary that
guarantees payment by the Company of any 

  
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Indebtedness of the Company under the Senior Credit Facilities to execute and deliver to the Trustee a supplemental indenture or other instrument pursuant to which such Domestic Subsidiary will
guarantee payment of the Notes, whereupon such Domestic Subsidiary will become a Subsidiary Guarantor for all purposes under this Indenture. In addition, the Company may cause any Subsidiary or other Person that is not a Subsidiary Guarantor to
guarantee payment of the Notes and become a Subsidiary Guarantor. Subsidiary Guarantees will be subject to release and discharge as provided in Section 1303. 
 Section 415 Purchase of Notes Upon a Change in Control. (a) Upon the occurrence after the Issue Date of a Change of Control, each Holder of Notes will have the right to require the Issuer
to repurchase all or any part of such Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase (subject to Section 307);
provided, however, that the Issuer shall not be obligated to repurchase Notes pursuant to this Section 415 in the event that it has exercised its right to redeem all of the Notes as provided in Article X. 

(b) In the event that, at the time of such Change of Control, the terms of any Bank Indebtedness restrict or prohibit the repurchase of
the Notes pursuant to this Section 415, then prior to the mailing of the notice to Holders provided for in Section 415(c) but in any event not later than 30 days following the date the Company or the Issuer obtains actual
knowledge of any Change of Control (unless the Issuer has exercised its right to redeem all the Notes as provided in Article X), the Company shall, or shall cause one or more of its Subsidiaries to, (i) repay in full all such Bank
Indebtedness subject to such terms or offer to repay in full all such Bank Indebtedness and repay the Bank Indebtedness of each lender who has accepted such offer or (ii) obtain the requisite consent under the agreements governing such Bank
Indebtedness to permit the repurchase of the Notes as provided for in Section 415(c). The Company shall first comply with the provisions of the immediately preceding sentence before the Issuer shall be required to repurchase Notes
pursuant to the provisions set forth in this Section 415. The Company’s failure to comply with the provisions of this Section 415(b) or Section 415(c) shall constitute an Event of Default described in
Section 601(iv) and not in Section 601(ii). 
 (c) Unless the Issuer has exercised its right to redeem
all the Notes as described under Article X, the Issuer shall, not later than 30 days following the date the Company or the Issuer obtains actual knowledge of any Change of Control having occurred, mail a notice (a “Change of Control
Offer”) to each Holder with a copy to the Trustee stating: (1) that a Change of Control has occurred or may occur and that such Holder has, or upon such occurrence will have, the right to require the Issuer to purchase such
Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of purchase (subject to the right of Holders of record on a record date to
receive interest on the relevant Interest Payment Date); (2) the repurchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is mailed); (3) the instructions determined by the Issuer, consistent
with this Section 415, that a Holder must follow in order to have its Notes purchased; and (4) if such notice is mailed prior to the occurrence of a Change of Control, that such offer is conditioned on the occurrence of such Change
of Control. No Note will be repurchased in part if less than €100,000 in original principal amount of such Note would be left outstanding. 

  
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 (d) The Issuer will not be required to make a Change of Control Offer upon a Change of
Control if (i) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Issuer and purchases all
Notes validly tendered and not withdrawn under such Change of Control Offer, or (ii) notice of redemption has been given pursuant to the Indenture as provided in Article X, unless and until there is a default in the payment of the applicable
redemption price. 
 (e) To the extent that the provisions of any securities laws or regulations conflict with provisions of
this Section 415, the Issuer may comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 415 by virtue thereof. 

Section 416 [Reserved]. 
 Section 417 Escrow of Funds. On the Issue Date, the Issuer, Indirect Parent, the Trustee, the Escrow Agent and Citigroup Global Markets Limited, as representative of the initial purchasers of
the Notes, shall enter into the Escrow Agreement, and in connection therewith the Issuer and Indirect Parent will deposit or cause to be deposited with the Escrow Agent, the Escrow Amount (as defined in the Escrow Agreement) into the Escrow Account
(as defined in the Escrow Agreement), which will include an amount sufficient to pay the redemption price for a Special Mandatory Redemption on October 3, 2013. Concurrently with the execution of the Escrow Agreement, the Issuer and The Bank of
Nova Scotia Trust Company of New York, as trustee, shall enter into the Escrow Security Agreement, and in connection therewith, the Issuer will grant the Trustee, for the benefit of the Holders, a first priority security interest in the Escrow
Amount (as defined in the Escrow Agreement) to secure the obligations under the Notes pending disbursement as described in the Escrow Agreement. 
 The Issuer agrees that (i) the terms of the Escrow Agreement shall exclusively control the conditions under which and procedures pursuant to which Escrow Amount (as defined in the Escrow Agreement)
can be released and (ii) it will not attempt to have the Escrow Amount released from escrow except in accordance with the Escrow Agreement. 
 ARTICLE V 
 SUCCESSORS 

Section 501 When the Company May Merge, Etc. (a) Neither the Company nor the Issuer will consolidate with or merge with or
into, or convey, transfer or lease all or substantially all its assets to, any Person, unless: 
 (i) the
resulting, surviving or transferee Person (the “Successor Company”) will be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia or, in the case of the Issuer,
Jersey or Guernsey, Channel Islands, the British Virgin Islands or the Cayman Islands, and the Successor Company (if not the Company or the Issuer, as applicable) will expressly 

  
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assume all the obligations of the Company or the Issuer, as applicable, under the Notes and this Indenture by executing and delivering to the Trustee a supplemental indenture or one or more other
documents or instruments; 
 (ii) immediately after giving effect to such transaction (and treating any
Indebtedness that becomes an obligation of the Successor Company or any Restricted Subsidiary as a result of such transaction as having been Incurred by the Successor Company or such Restricted Subsidiary at the time of such transaction), no Default
will have occurred and be continuing; 
 (iii) immediately after giving effect to such transaction, either
(A) the Successor Company could Incur at least $1.00 of additional Indebtedness pursuant to Section 407(a), or (B) the Consolidated Coverage Ratio of the Company (or, if applicable, the Successor Company with respect thereto)
would equal or exceed the Consolidated Coverage Ratio of the Company immediately prior to giving effect to such transaction; 
 (iv) each applicable Subsidiary Guarantor (other than (x) any Subsidiary Guarantor that will be released from its obligations under its Subsidiary Guarantee in connection with such transaction and
(y) any party to any such consolidation or merger) shall have delivered a supplemental indenture or other document or instrument, confirming its Subsidiary Guarantee (other than any Subsidiary Guarantee that will be discharged or terminated in
connection with such transaction); and 
 (v) the Company will have delivered to the Trustee an Officer’s
Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger or transfer complies with the provisions described in this paragraph, provided that (x) in giving such opinion such counsel may assume compliance
with the foregoing clauses (ii) and (iii) to the extent such opinion would otherwise be required to address financial matters or tests, and as to any matters of fact may rely on an Officer’s Certificate, and (y) no Opinion of
Counsel will be required for a consolidation, merger or transfer described in Section 50l(b). 
 Any Indebtedness
that becomes an obligation of the Company or any Restricted Subsidiary, including the Issuer, (or that is deemed to be Incurred by any Person that becomes a Restricted Subsidiary) as a result of any such transaction undertaken in compliance with
this Section 501, and any Refinancing Indebtedness with respect thereto, shall be deemed to have been Incurred in compliance with Section 407. 
 (b) Clauses (ii) and (iii) of Section 50l(a) will not apply to any transaction in which (1) any Restricted Subsidiary consolidates with, merges with or into or conveys or
transfers all or part of its assets to the Company or (2) the Company or the Issuer, as the case may be, consolidates with or merges with or into or conveys or transfers all or substantially all its properties and assets to (x) an
Affiliate incorporated or organized for the purpose of reincorporating or reorganizing the Company or the Issuer, as the case may be, in another jurisdiction or changing its legal structure to a corporation or other entity or (y) a Restricted


  
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Subsidiary of the Company so long as all assets of the Company and the Restricted Subsidiaries immediately prior to such transaction (other than Capital Stock of such Restricted Subsidiary) are
owned by such Restricted Subsidiary and its Restricted Subsidiaries immediately after the consummation thereof. 

Section 502 Successor Company Substituted. Upon any transaction involving the Company or the Issuer, as the case may be, in
accordance with Section 501 in which the Company or the Issuer, as the case may be, is not the Successor Company, the Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, the Company or
the Issuer, as the case may be, under this Indenture, and thereafter the predecessor Company or the Issuer, as the case may be, shall be relieved of all obligations and covenants under this Indenture, except that in the case of a lease of all or
substantially all its assets, the predecessor Company or the Issuer, as the case may be, shall not be released from the obligation to pay the principal of and interest on the Notes. 

ARTICLE VI 

REMEDIES 

Section 601 Events of Default. An “Event of Default” means the occurrence of the following: 

(i) a default in any payment of interest on any Note when due, continued for a period of 30 days; 

(ii) a default in the payment of principal of any Note when due, whether at its Stated Maturity, upon optional redemption,
upon a mandatory redemption, upon required repurchase, upon declaration of acceleration or otherwise; 
 (iii)
the failure by the Company or the Issuer to comply with its obligations under Section 50l(a); 
 (iv)
the failure by the Issuer to comply for 30 days after the notice specified in the penultimate paragraph of this Section 601 with any of its obligations under Section 415 (other than a failure to purchase the Notes);

 (v) the failure by the Company or the Issuer to comply for 60 days after the notice specified in the
penultimate paragraph of this Section 601 with its other agreements contained in the Notes or this Indenture; 
 (vi) the failure by any Subsidiary Guarantor to comply for 45 days after the notice specified in the penultimate paragraph of this Section 601 with its obligations under its Subsidiary
Guarantee; 
 (vii) the failure by the Company or any Restricted Subsidiary to pay any Indebtedness within any
applicable grace period after final maturity or the acceleration of any such Indebtedness by the holders thereof because of a default, if the total amount of 

  
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such Indebtedness so unpaid or accelerated exceeds $50.0 million or its foreign currency equivalent; provided, that no Default or Event of Default will be deemed to occur with respect to
any such accelerated Indebtedness that is paid or otherwise acquired or retired within 30 days after such acceleration; 
 (viii) the taking of any of the following actions by the Company, the Issuer or a Significant Subsidiary, or by each of such other Restricted Subsidiaries that are not Significant Subsidiaries but would
in the aggregate constitute a Significant Subsidiary if considered as a single Person, pursuant to or within the meaning of any Bankruptcy Law: 
 (A) the commencement of a voluntary case; 
 (B) the consent to the
entry of an order for relief against it in an involuntary case; 
 (C) the consent to the appointment of a
Custodian of it or for any substantial part of its property; or 
 (D) the making of a general assignment for the
benefit of its creditors; 
 (ix) a court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that: 
 (A) is for relief against the Company, the Issuer or any Significant Subsidiary, or
against each of such other Restricted Subsidiaries that are not Significant Subsidiaries but would in the aggregate constitute a Significant Subsidiary if considered as a single Person, in an involuntary case; 

(B) appoints (x) a Custodian of the Company, the Issuer or any Significant Subsidiary or for any substantial part of
its property, or (y) a Custodian of each of such other Restricted Subsidiaries that are not Significant Subsidiaries but would in the aggregate constitute a Significant Subsidiary if considered as a single Person, or for any substantial part of
their property in the aggregate; or 
 (C) orders the winding up or liquidation of the Company, the Issuer or any
Significant Subsidiary, or of each of such other Restricted Subsidiaries that are not Significant Subsidiaries but would in the aggregate constitute a Significant Subsidiary if considered as a single Person; 

and the order or decree remains unstayed and in effect for 60 days; 

(x) the rendering of any judgment or decree for the payment of money in an amount (net of any insurance or indemnity
payments actually received in respect thereof prior to or within 90 days from the entry thereof, or to be received in respect thereof in the event any appeal thereof shall be unsuccessful) in excess of $50.0 million


  
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or its foreign currency equivalent against the Company, the Issuer or a Significant Subsidiary, or jointly and severally against other Restricted Subsidiaries that are not Significant
Subsidiaries but would in the aggregate constitute a Significant Subsidiary if considered as a single Person, that is not discharged, or bonded or insured by a third Person, if such judgment or decree remains outstanding for a period of 90 days
following such judgment or decree and is not discharged, waived or stayed; or 
 (xi) the failure of any
Subsidiary Guarantee by a Subsidiary Guarantor that is a Significant Subsidiary to be in full force and effect (except as contemplated by the terms thereof or of this Indenture) or the denial or disaffirmation in writing by any Subsidiary Guarantor
that is a Significant Subsidiary of its obligations under this Indenture or its Subsidiary Guarantee (other than by reason of the termination of this Indenture or such Subsidiary Guarantee or the release of such Subsidiary Guarantee in accordance
with such Subsidiary Guarantee and this Indenture), if such Default continues for 10 days. 
 The foregoing will constitute
Events of Default whatever the reason for any such Event of Default and whether it is voluntary or involuntary or is effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body. 
 The term “Bankruptcy Law” means Title 11, United States Code, or any
similar federal, state or foreign law for the relief of debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law. 

However, a Default under clause (iv), (v) or (vi) will not constitute an Event of Default until the Trustee or the Holders of
at least 30% in principal amount of the Outstanding Notes notify the Issuer of the Default and the Issuer does not cure such Default within the time specified in such clause after receipt of such notice. Such notice must specify the Default, demand
that it be remedied and state that such notice is a “Notice of Default.” When a Default or an Event of Default is cured, it ceases. 
 The Issuer shall deliver to the Trustee, within 30 days after the occurrence thereof, written notice in the form of an Officer’s Certificate of any Event of Default under clause (vii) or
(x) and any event that with the giving of notice or the lapse of time would become an Event of Default under clause (iv), (v) or (vi), its status and what action the Company is taking or proposes to take with respect thereto. 

Section 602 Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default
specified in Section 601(viii) or Section 60l(ix)) occurs and is continuing, the Trustee by notice to the Issuer, or the Holders of at least 30% in principal amount of the Outstanding Notes by notice to the Issuer and the
Trustee, in either case specifying in such notice the respective Event of Default and that such notice is a “notice of acceleration,” may declare the principal of and accrued but unpaid interest on all the Notes to be due and payable. Upon
the effectiveness of such a declaration, such principal and interest will be due and payable immediately. 

  
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 Notwithstanding the foregoing, if an Event of Default specified in Section 60l(viii)
or Section 60l(ix) occurs and is continuing, the principal of and accrued but unpaid interest on all the Outstanding Notes will ipso facto become immediately due and payable without any declaration or other act on the part of the
Trustee or any Holder. 
 The Holders of a majority in principal amount of the Outstanding Notes by notice to the Issuer and the
Trustee may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except non-payment of principal or interest that has become due
solely because of such acceleration. No such rescission shall affect any subsequent Default or impair any right consequent thereto. 
 Section 603 Other Remedies; Collection Suit by Trustee. If an Event of Default occurs and is continuing, the Trustee may, but is not obligated under Section 603 to, pursue any
available remedy to collect the payment of principal of or interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture. If an Event of Default specified in Section 60l(i) or 60l(ii) occurs
and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Issuer for the whole amount then due and owing (together with interest on any unpaid interest to the extent lawful) and the amounts
provided for in Section 707. 
 Section 604 Trustee May File Proofs of Claim. The Trustee may file such
proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Holders allowed in any judicial proceedings relative to the Issuer or any other obligor upon the Notes, its creditors
or its property and, unless prohibited by law or applicable regulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions, and any Custodian in any such judicial proceeding is
hereby authorized by each Holder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 707. 
 No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. 
 Section 605 Trustee May Enforce Claims Without Possession of Notes. All rights of action and claims under this Indenture or the Notes may be prosecuted and enforced by the Trustee without the
possession of any of the Notes or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Notes in respect of which such judgment has been recovered.


  
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 Section 606 Application of Money Collected. Any money collected by the Trustee
pursuant to this Article VI shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal (or premium, if any) or interest, upon presentation of the
Notes and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: 

First: To the payment of all amounts due the Trustee under Section 707; 

Second: To the payment of all amounts due to the Paying Agent; 

Third: To the payment of the amounts then due and unpaid upon the Notes for principal (and premium, if any) and
interest, in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Notes for principal (and premium, if any) and interest,
respectively; and 
 Fourth: To the Issuer. 

Section 607 Limitation on Suits. Subject to Section 608 hereof, no Holder may pursue any remedy with respect to
this Indenture or the Notes unless: 
 (i) such Holder has previously given the Trustee written notice that an
Event of Default is continuing; 
 (ii) Holders of at least 30% in principal amount of the Outstanding Notes have
requested the Trustee in writing to pursue the remedy; 
 (iii) such Holder or Holders have offered to the
Trustee reasonable security or indemnity against any loss, liability or expense; 
 (iv) the Trustee has not
complied with the request within 60 days after receipt of the request and the offer of security or indemnity; and 
 (v) the Holders of a majority in principal amount of the Outstanding Notes have not given the Trustee a direction inconsistent with the request within such 60-day period. 

A Holder may not use this Indenture to affect, disturb or prejudice the rights of another Holder, to obtain a preference or priority over
another Holder or to enforce any right under this Indenture except in the manner herein provided and for the equal and ratable benefit of all Holders. 
 Section 608 Unconditional Right of Holders to Receive Principal and Interest. Notwithstanding any other provision in this Indenture, the Holder of any Note shall have the absolute and
unconditional right to receive payment of the principal of, premium, (if any) and all (subject to Section 307) interest on such Note on the respective Stated Maturity or Interest Payment Dates expressed in such Note and to institute suit
for the enforcement of any such payment on or after such respective Stated Maturity or Interest Payment Dates, and such right shall not be impaired without the consent of such Holder. 

  
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 Section 609 Restoration of Rights and Remedies. If the Trustee or any Holder has
instituted any proceeding to enforce any right or remedy under this Indenture or any Note and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every
such case the Issuer, any other obligor upon the Notes, the Trustee and the Holders shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and
remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted. 
 Section 610
Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law,
be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy. 
 Section 611 Delay or Omission Not Waiver. No
delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article VI or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. 

Section 612 Control by Holders. The Holders of not less than a majority in aggregate principal amount of the Outstanding
Notes shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee, provided that 

(1) such direction shall not be in conflict with any rule of law or with this Indenture, and 

(2) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

 However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to
Section 701, that the Trustee determines is unduly prejudicial to the rights of any other Holder or that would involve the Trustee in personal liability; provided, however, that the Trustee may take any other action deemed
proper by the Trustee that is not inconsistent with such direction. Prior to taking any action under this Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by
taking or not taking such action. 

  
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 Section 613 Waiver of Past Defaults. The Holders of not less than a majority in
aggregate principal amount of the Outstanding Notes may on behalf of the Holders of all the Notes waive any past Default hereunder and its consequences, except a Default 

(1) in the payment of the principal of or interest on any Note (which may only be waived with the consent of each Holder
of Notes affected), or 
 (2) in respect of a covenant or provision hereof that pursuant to the second paragraph
of Section 902 cannot be modified or amended without the consent of the Holder of each Outstanding Note affected. 

Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured,
for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. In case of any such waiver, the Issuer, any other obligor upon the Notes, the Trustee
and the Holders shall be restored to their former positions and rights hereunder and under the Notes, respectively. 

Section 614 Undertaking for Costs. All parties to this Indenture agree, and each Holder of any Note by such Holder’s
acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture or the Notes, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees,
against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant. This Section 614 shall not apply to any suit instituted by the Trustee, to any suit instituted
by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the Outstanding Notes, or to any suit instituted by any Holder for the enforcement of the payment of the principal of (or premium, if any) or interest
on any Note on or after the respective Stated Maturity or Interest Payment Dates expressed in such Note. 
 Section 615
Waiver of Stay, Extension or Usury Laws. The Issuer (to the extent that it may lawfully do so) shall not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or
any usury or other similar law wherever enacted, now or at any time hereafter in force, that would prohibit or forgive the Issuer from paying all or any portion of the principal of (or premium, if any) or interest on the Notes contemplated herein or
in the Notes or that may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and shall not hinder, delay or impede the
execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. 

  
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 ARTICLE VII 
 THE TRUSTEE AND THE PAYING AGENT 
 Section 701 Certain Duties and
Responsibilities of the Trustee. (a) Except during the continuance of an Event of Default, 
 (1) the
Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and 

(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provision hereof are
specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but need not verify the contents thereof. 

(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by
this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. 

(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that (i) this paragraph does not limit the effect of Section 70l(a); (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust
Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction
received by it pursuant to Section 612. 
 (d) No provision of this Indenture shall require the Trustee to expend or
risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it. 
 (e) Whether or not therein expressly so provided,
every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 701 and Section 703. 

Section 702 Notice of Defaults. If a Default occurs and is continuing and is known to the Trustee, the Trustee must mail
within 90 days after it occurs, to all Holders as their names and addresses appear in the Note Register, notice of such Default hereunder known to the Trustee unless such Default shall have been cured or waived; provided, however,
that, except in 

  
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the case of a Default in the payment of the principal of, premium, if any, or interest on any Note, the Trustee shall be protected in withholding such notice if and so long as the board of
directors, the executive committee or a trust committee of Responsible Officers of the Trustee, the President or any other officer or assistant officer of the Trustee assigned by such Trustee to administer its corporate trust matters in good faith
determines that the withholding of such notice is in the interests of the Holders. 
 Section 703 Certain Rights of
Trustee. Subject to the provisions of Section 701: 
 (1) the Trustee may rely and shall be
protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, other evidence of indebtedness or other paper or document believed by it
to be genuine and to have been signed or presented by the proper party or parties; 
 (2) any request or
direction of the Issuer mentioned herein shall be sufficiently evidenced by an Issuer Request or Issuer Order thereof, and any resolution of any Person’s Board shall be sufficiently evidenced if certified by an Officer of such Person as having
been duly adopted and being in full force and effect on the date of such certificate; 
 (3) whenever in the
administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in
the absence of bad faith on its part, rely upon an Officer’s Certificate of the Issuer; 
 (4) the Trustee
may consult with counsel and the written advice of such counselor and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance
thereon; 
 (5) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by
this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred
by it in compliance with such request or direction; 
 (6) the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, other evidence of indebtedness or other paper or document; and 

(7) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or
through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. 

  
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 Section 704 Not Responsible for Recitals or Issuance of Notes. The recitals
contained herein and in the Notes, except the Trustee’s certificates of authentication, shall be taken as the statements of the Issuer, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The
Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Notes, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Notes and perform its
obligations hereunder. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Issuer of the Notes or the proceeds thereof. 
 Section 705 May Hold Notes. The Trustee, any Authenticating Agent, any Paying Agent, any Note Registrar or any other agent of the Issuer, in its individual or any other capacity,
may become the owner or pledgee of Notes and, subject to Section 708 and Section 713, may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Trustee, Authenticating Agent,
Paying Agent, Note Registrar or such other agent. 
 Section 706 Money Held in Trust. Money held by the Trustee in
trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Company.

 Section 707 Compensation and Reimbursement. The Company agrees, 

(1) to pay to the Trustee from time to time reasonable compensation for all services rendered by the Trustee hereunder
(which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); 
 (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable out-of-pocket expenses incurred by the Trustee in accordance with any provision of this
Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and 

(3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without
negligence or bad faith on the Trustee’s part, arising out of or in connection with the administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the
exercise or performance of any of its powers or duties hereunder. 
 The Company need not pay for any settlement made without its consent. The
provisions of this Section 707 shall survive the termination of this Indenture. 
 Section 708
[Reserved]. 

  
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 Section 709 Corporate Trustee Required; Eligibility. There shall at all times be
one (and only one) Trustee hereunder. The Trustee shall be a Person that is eligible pursuant to the TIA to act as such and has a combined capital and surplus (together with its corporate parent) of at least $50,000,000. If any such Person publishes
reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Person shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 709, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article. 
 Section 710 Resignation and Removal; Appointment of
Successor. No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable
requirements of Section 711. 
 The Trustee may resign at any time by giving written notice thereof to the Issuer.
If the instrument of acceptance by a successor Trustee required by Section 711 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee. 
 The Trustee may be removed at any time by Act of the
Holders of a majority in principal amount of the Outstanding Notes, delivered to the Trustee and to the Issuer. 
 If at any
time: 
 (1) the Trustee shall fail to comply with Section 708 after written request therefor by the
Issuer or by any Holder who has been a bona fide Holder of a Note for at least six months, or 
 (2) the Trustee
shall cease to be eligible under Section 709 and shall fail to resign after written request therefor by the Issuer or by any such Holder, or 
 (3) the Trustee shall become incapable of acting or shall be adjudged bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or
control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, 
 then, in any such case,
(A) the Issuer may remove the Trustee, or (B) subject to Section 614, any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of itself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee or Trustees. 
 If the
Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Issuer shall promptly appoint a successor Trustee and shall comply with the applicable requirements of Section
711. If, within 

  
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one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders of a majority in principal amount of the
Outstanding Notes delivered to the Issuer and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 711, become the
successor Trustee and to that extent supersede the successor Trustee appointed by the Issuer. If no successor Trustee shall have been so appointed by the Issuer or the Holders and accepted appointment in the manner required by
Section 711, then, subject to Section 614, any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction
for the appointment of a successor Trustee. 
 The Issuer shall give notice of each resignation and each removal of the Trustee
and each appointment of a successor Trustee to all Holders in the manner provided in Section 110. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office. 

Section 711 Acceptance of Appointment by Successor. In case of the appointment hereunder of a successor Trustee, every such
successor Trustee so appointed shall execute, acknowledge and deliver to the Issuer and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and
such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Issuer or the successor Trustee, such retiring Trustee shall,
upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder. 
 Upon request of any such successor Trustee, the Issuer shall execute any and
all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to above. 
 No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article VII. 

Section 712 Merger, Conversion, Consolidation or Succession to Business. Any corporation into which the Trustee may be merged
or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article VII, without the execution or filing of any paper or any further act on the part of any
of the parties hereto. In case any Notes shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver
the Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such Notes. 

  
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 Section 713 Paying Agent. 

 

	 	(a)	Certain Duties and Responsibilities of the Paying Agent: 

 (i) The Paying Agent undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture
against the Paying Agent. The Paying Agent shall not be under any fiduciary duty or other obligation towards, or have any relationship of agency or trust, for or with any person other than the Issuer. 

(ii) No provision of this Indenture shall require the Paying Agent to expend or risk its own funds or otherwise incur
financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability
is not reasonably assured to it. 
 (iii) The Paying Agent may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to
have been signed or presented by the proper party or parties including but not limited to any instruction provided to it by the Issuer or, as the case may be, the Trustee. The Paying Agent may refrain, without liability, from acting under any
instructions that it determines, in its sole discretion, are equivocal, unclear or conflicting. 
 (iv) The
Paying Agent may consult with counsel and the written advice of such counselor and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and
in reliance thereon. 
  

	 	(b)	The Issuer agrees: 

 (i) to pay to the Paying Agent from time to time compensation as agreed in a fee letter dated on or about the date hereof between the Issuer and the Paying Agent for all services rendered by the Paying
Agent hereunder; 
 (ii) except as otherwise expressly provided herein, to reimburse the Paying Agent upon its
request for all out-of-pocket expenses incurred by the Paying Agent in accordance with any provision of this Indenture (including the compensation and the expenses and disbursements of its agents and counsel); 

(iii) to indemnify the Paying Agent for, and to hold it harmless against, any loss, liability or expense incurred without
gross negligence or bad faith on the Paying Agent’s part, arising out of or in connection with its obligations hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder; and 

  
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 The Paying Agent shall not be liable for consequential or indirect loss (which shall include
but not be limited to loss of business, goodwill opportunity or profit) of any kind whatsoever. This Section 713(b) shall survive the termination of this Indenture and/or the resignation or removal of the Paying Agent. 

 

	 	(c)	Resignation or Removal of the Paying Agent 

 (i) The Paying Agent may resign at any time by giving 30 days written notice thereof to the Issuer. 
 (ii) The Paying Agent may be removed at any time by Act of the Holders of a majority in principal amount of the Outstanding Notes, delivered to the Trustee and to the Issuer. 

If at any time: 
 (1) the Paying Agent shall fail to comply with Section 713(a) after written request therefor by the Issuer or by any Holder who has been a bona fide Holder of a Note for at least six months,
or 
 (2) the Paying Agent shall become incapable of acting or shall be adjudged bankrupt or insolvent or a
receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, 

then, in any such case, (A) the Issuer may remove the Paying Agent, or (B) subject to Section 614, any Holder who has been a bona
fide Holder of a Note for at least six months may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Paying Agent and the appointment of a successor Paying Agent or Paying
Agents. 
 (iii) If the Paying Agent shall resign, be removed or become incapable of acting, the Issuer shall
promptly appoint a successor Paying Agent. If no successor Paying Agent shall have been so appointed by the Issuer then the Paying Agent may, on behalf of the Issuer (i) appoint a successor Paying Agent or (ii) petition any court of
competent jurisdiction for the appointment of a successor Paying Agent. 
 Section 714 Appointment of Authenticating
Agent. The Trustee may appoint an Authenticating Agent acceptable to the Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument in writing signed by a Trust Officer, a copy of which instrument shall be
promptly furnished to the Issuer. Unless limited by the terms of such appointment, an Authenticating Agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication (or execution of a certificate of
authentication) by the Trustee includes authentication (or execution of a certificate of authentication) by such Authenticating Agent. An Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for service of notices and
demands. 

  
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 ARTICLE VIII 
 HOLDERS’ LISTS AND REPORTS BY 
 TRUSTEE AND THE COMPANY

 Section 801 The Issuer to Furnish Trustee Names and Addresses of Holders. The Issuer will furnish or cause to
be furnished to the Trustee 
 (1) semi-annually, not more than 10 days after each Regular Record Date, a list,
in such form as the Trustee may reasonably require, of the names and addresses of the Holders as of such Regular Record Date, and 
 (2) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Issuer of any such request, a list of similar form and content as of a date not more than 15 days
prior to the time such list is furnished; 
 provided, however, that if and to the extent and so long as the Trustee shall be the
Note Registrar, no such list need be furnished pursuant to this Section 801. 
 Section 802 Preservation of
Information; Communications to Holders. The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list, if any, furnished to the Trustee as provided in
Section 801. None of the Issuer, any Guarantor or the Trustee or any other Person shall be under any responsibility with regard to the accuracy of such list. The Trustee may destroy any list furnished to it as provided in Section 801 upon
receipt of a new list so furnished. 
 The rights of Holders to communicate with other Holders with respect to their rights
under this Indenture or under the Notes, and the corresponding rights and privileges of the Trustee, shall be as provided by the TIA. 
 Every Holder of Notes, by receiving and holding the same, agrees with the Issuer and the Trustee that neither the Issuer nor the Trustee, nor any agent of either of them, shall be held accountable by
reason of any disclosure of information as to names and addresses of Holders made pursuant to the TIA. 
 Section 803
Reports by Trustee. Within 60 days after each December 15, beginning with December 15, 2013, the Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant
to the TIA at the times and in the manner provided pursuant thereto for so long as any Notes remain outstanding. A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee or any applicable listing agent
with each stock exchange upon which any Notes are listed, with the SEC and with the Issuer. The Issuer will notify the Trustee when any Notes are listed on any stock exchange. 

  
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 ARTICLE IX 
 AMENDMENT, SUPPLEMENT OR WAIVER 
 Section 901 Without Consent of
Holders. Without the consent of the Holders of any Notes, the Issuer, the Company, the Trustee, the Paying Agent and (as applicable) each Subsidiary Guarantor may amend or supplement this Indenture or the Notes, for any of the following
purposes: 
 (1) to cure any ambiguity, manifest error, omission, defect or inconsistency; 

(2) to provide for the assumption by a Successor Company of the obligations of the Issuer, the Company or a Subsidiary
Guarantor under this Indenture; 
 (3) to provide for uncertificated Notes in addition to or in place of
certificated Notes; 
 (4) to add Guarantees with respect to the Notes, to secure the Notes, to confirm and
evidence the release, termination or discharge of any Guarantee or Lien with respect to or securing the Notes when such release, termination or discharge is provided for under this Indenture; 

(5) to add to the covenants of the Company or the Issuer for the benefit of the Holders or to surrender any right or power
conferred upon the Company or the Issuer; 
 (6) to provide for or confirm the issuance of Additional Notes;

 (7) to conform the text of this Indenture, the Notes or any Subsidiary Guarantee to any provision of the
“Description of Notes” section of the offering memorandum to the extent that such provision in such “Description of Notes” section was intended to be a verbatim recitation of a provision of this Indenture, Guarantee or the Notes;

 (8) to provide additional rights or benefits to the Holders or make any change that does not materially
adversely affect the rights of any Holder under the Notes or this Indenture; 
 (9) to release a Subsidiary
Guarantor from its obligations under its Subsidiary Guarantee or this Indenture in accordance with the applicable provisions of this Indenture; 
 (10) to provide for the appointment of a successor Trustee, provided that the successor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; or 

(11) to comply with any requirement of the SEC. 

  
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 Section 902 With Consent of Holders. Subject to Section 608, the Company,
the Trustee, the Paying Agent and (if applicable) each Subsidiary Guarantor may amend or supplement this Indenture or the Notes with the written consent of the Holders of a majority in aggregate principal amount of the Outstanding Notes (including
consents obtained in connection with a tender offer or exchange offer for Notes); provided that the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes by written notice to the Trustee (including
consents obtained in connection with a tender offer or exchange offer for Notes) may waive any existing Default or Event of Default or compliance by the Company or any Subsidiary Guarantor with any provision of this Indenture, the Notes or any
Subsidiary Guarantee. 
 Notwithstanding the provisions of this Section 902, without the consent of each Holder of
an Outstanding Note affected, an amendment or waiver, including a waiver pursuant to Section 613, may not: 
 (i) reduce the principal amount of Notes whose Holders must consent to an amendment or waiver; 
 (ii) reduce the rate of or extend the time for payment of interest on any Note; 
 (iii) reduce the principal of or extend the Stated Maturity of any Note; 
 (iv) reduce the premium payable upon the redemption of any Note or change the date on which any Note may be redeemed as described in Section 1001; 

(v) make any Note payable in money other than that stated in such Note; 

(vi) impair the right of any Holder to receive payment of principal of and interest on such Holder’s Notes on or
after the due dates therefor or to institute suit for the enforcement of any such payment on or with respect to such Holder’s Notes; or 
 (vii) make any change in the amendment or waiver provisions described in this paragraph. 
 It shall not be necessary for the consent of the Holders under this Section 902 to approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if
such consent approves the substance thereof. 
 After an amendment, supplement or waiver under this Section 902
becomes effective, the Issuer shall mail to the Holders, with a copy to the Trustee, a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any supplemental indenture or the effectiveness of any such amendment, supplement or waiver. 
 Section 903 Execution of Amendments, Supplements or Waivers. The Trustee and, as the case may be, the Paying Agent shall sign any amendment, supplement or waiver


  
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authorized pursuant to this Article IX if the amendment, supplement or waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee or, as the case may be,
the Paying Agent. If it does, the Trustee and, as the case might be, the Paying Agent may, but need not, sign it. In signing or refusing to sign such amendment, supplement or waiver, the Trustee or, as the case may be, the Paying Agent shall be
entitled to receive, and shall be fully protected in relying upon, an Officer’s Certificate and an Opinion of Counsel to the effect that the execution of such amendment, supplement or waiver has been duly authorized, executed and delivered by
the Company and that, subject to applicable bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance, reorganization, moratorium and other laws now or hereinafter in effect affecting creditors’ rights or remedies generally and to
general principles of equity (including standards of materiality, good faith, fair dealing and reasonableness), whether considered in a proceeding at law or at equity, such amendment, supplement or waiver is a valid and binding agreement of the
Company, enforceable against the Company in accordance with its terms. 
 Section 904 Revocation and Effect of
Consents. Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder is a continuing consent by the Holder and every subsequent Holder of that Note or any Note that evidences all or any part of the same debt as the
consenting Holder’s Note, even if notation of the consent is not made on any Note. Subject to the following paragraph of this Section 904, any such Holder or subsequent Holder may revoke the consent as to such Holder’s Note by
written notice to the Trustee or the Issuer, received by the Trustee or the Issuer, as the case may be, before the date on which the Trustee receives an Officer’s Certificate certifying that the Holders of the requisite principal amount of
Notes have consented (and not theretofore revoked such consent) to the amendment, supplement or waiver. The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment,
supplement or waiver as set forth in Section 108. 
 After an amendment, supplement or waiver becomes effective, it
shall bind every Holder of Notes, unless it makes a change described in any of clauses (i) through (vii) of the second paragraph of Section 902. In that case, the amendment, supplement or waiver shall bind each Holder of a Note
who has consented to it and every subsequent Holder of such Note or any Note that evidences all or any part of the same debt as the consenting Holder’s Note. 
 Section 905 [Reserved]. 
 Section 906 Notation on or Exchange
of Notes. If an amendment, supplement or waiver changes the terms of a Note, the Trustee shall (if required by the Issuer and in accordance with the specific direction of the Issuer) request the Holder of the Note to deliver it to the Trustee.
The Trustee shall (if required by the Issuer and in accordance with the specific direction of the Issuer) place an appropriate notation on the Note about the changed terms and return it to the Holder. Alternatively, if the Issuer or the Trustee so
determines, the Issuer in exchange for the Note shall issue and the Trustee shall authenticate a new Note that reflects the changed terms. Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such
amendment, supplement or waiver. 

  
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 ARTICLE X 
 REDEMPTION OF NOTES 
 Section 1001 Right of Redemption.
(a) The 6.00% Notes will be redeemable, at the Issuer’s option, in whole or in part, at any time and from time to time on or after March 1, 2016 and prior to maturity at the applicable redemption price set forth below. Such redemption
may be made upon notice mailed by first-class mail to each Holder’s registered address in accordance with Section 1005. The Issuer may provide in such notice that payment of the redemption price and the performance of the
Issuer’s obligations with respect to such redemption may be performed by another Person. Any such redemption and notice may, in the Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent, including but not
limited to the occurrence of a Change of Control. The Notes will be so redeemable at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, to, but not including, the relevant
Redemption Date (subject to Section 307), if redeemed during the 12-month period commencing on March 1 of each of the years set forth below: 
  

					
	 Redemption Period
	  	Price	 
	 2016
	  	 	104.5	% 
	 2017
	  	 	103.0	% 
	 2018
	  	 	101.5	% 
	 2019 and thereafter
	  	 	100.0	% 

 (b) In addition, at any time and from time to time on or prior to March 1, 2016, the Issuer at its
option may redeem Notes in an aggregate principal amount equal to up to 35% of the original aggregate principal amount of the Notes (including the principal amount of any Additional Notes), with funds in an aggregate amount (the “Redemption
Amount”) not exceeding the aggregate proceeds of one or more Equity Offerings, at a redemption price (expressed as a percentage of principal amount thereof) of 106% for the Notes, plus accrued and unpaid interest, if any, to, but not
including, the Redemption Date (subject to Section 307); provided, however, that if Notes are redeemed, an aggregate principal amount of Notes equal to at least 65% of the original aggregate principal amount of Notes
(including the principal amount of any Additional Notes) must remain outstanding after each such redemption of Notes. 
 The
Issuer may make such redemption upon notice mailed by first-class mail to each Holder’s registered address in accordance with Section 1005 (but in no event more than 180 days after the completion of the related Equity Offering). The
Issuer may provide in such notice that payment of the redemption price and performance of the Issuer’s obligations with respect to such redemption may be performed by another Person. Any such notice may be given prior to the completion of the
related Equity Offering, and any such redemption or notice may, at the Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent, including but not limited to the completion of the related Equity Offering.

 (c) At any time prior to March 1, 2016, the Notes may also be redeemed or purchased (by the Issuer or any other Person)
in whole or in part, at the Issuer’s option, at a price 

  
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(the “Redemption Price”) equal to 100% of the principal amount thereof plus the Applicable Premium as of, and accrued but unpaid interest, if any, to, but not including, the
Redemption Date (subject to Section 307). Such redemption or purchase may be made upon notice mailed by first-class mail to each Holder’s registered address in accordance with Section 1005. The Issuer may provide in such
notice that payment of the Redemption Price and performance of the Company’s obligations with respect to such redemption or purchase may be performed by another Person. Any such redemption, purchase or notice may, at the Issuer’s
discretion, be subject to the satisfaction of one or more conditions precedent, including but not limited to the occurrence of a Change of Control. 
 “Applicable Premium” means, with respect to a Note at any Redemption Date, the greater of (i) 1.0% of the principal amount of such Note and (ii) the excess of (A) the
present value at such Redemption Date of (1) the redemption price of such Note on March 1, 2016 (such redemption price being that described in Section 100l(a)) plus (2) all required remaining scheduled interest payments
due on such Note through such date, computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (B) the principal amount of such Note on such Redemption Date; as calculated by the Issuer or on behalf of the Issuer by
such Person as the Issuer shall designate; provided that such calculation shall not be a duty or obligation of the Trustee or the Paying Agent. 
 “Treasury Rate” means, with respect to a Redemption Date, the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and
published in the most recent Federal Reserve Statistical Release H.15(519) that has become publicly available at least two Business Days prior to such Redemption Date (or, if such Statistical Release is no longer published, any publicly available
source of similar market data)) most nearly equal to the period from such Redemption Date to March 1, 2016; provided, however, that if the period from the Redemption Date to such date is not equal to the constant maturity of a
United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury
securities for which such yields are given, except that if the period from the Redemption Date to such date is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one
year shall be used. 
 Section 1002 Applicability of Article. Redemption or purchase of Notes as permitted by
Section 1001 shall be made in accordance with this Article X. 
 Section 1003 Election to Redeem;
Notice to Trustee. In case of any redemption at the election of the Issuer of less than all of the Notes, the Issuer shall, at least two Business Days (but not more than 60 days) prior to the date on which notice is required to be mailed or
caused to be mailed to Holders pursuant to Section 1005, notify the Trustee of such Redemption Date and of the principal amount of Notes to be redeemed. 
 Section 1004 Selection by Trustee of Notes to Be Redeemed. In the case of any partial redemption, selection of the Notes for redemption will be made by the Trustee not more than 60 days prior
to the Redemption Date on a pro rata basis or, to the extent a pro rata basis is not permitted, by such other method as the Trustee shall deem to be fair and appropriate, although no Note of €100,000 in original principal amount
or less will be redeemed in part. 

  
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 The Trustee shall promptly notify the Issuer in writing of the Notes selected for redemption
and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. 
 For all purposes
of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Notes shall relate, in the case of any Note redeemed or to be redeemed only in part, to the portion of the principal of such Note that has been or
is to be redeemed. 
 Section 1005 Notice of Redemption. Notice of redemption or purchase as provided in
Section 1001 shall be given by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Notes to be redeemed, at such Holder’s address appearing in the Note Register.

 (1) Any such notice shall state: 

(2) the expected Redemption Date; 
 (3) the redemption price (or the formula by which the redemption price will be determined); 
 (4) if less than all Outstanding Notes are to be redeemed, the identification (and, in the case of partial redemption, the portion of the respective principal amounts) of the Notes to be redeemed;

 (5) that, on the Redemption Date, the redemption price will become due and payable upon each such Note, and
that, unless the Issuer defaults in making such redemption payment or the Paying Agent is prohibited from making such payment pursuant to the terms of this Indenture, interest thereon shall cease to accrue from and after said date; and 

(6) the place where such Notes are to be surrendered for payment of the redemption price. 

In addition, if such redemption, purchase or notice is subject to satisfaction of one or more conditions precedent, as permitted by
Section 1001, such notice shall describe each such condition, and if applicable, shall state that, in the Issuer’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied, or
such redemption or purchase may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Redemption Date, or by the Redemption Date as so delayed. 

  
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 The Issuer may provide in such notice that payment of the redemption price and the
performance of the Issuer’s obligations with respect to such redemption may be performed by another Person. 
 Notice of
such redemption or purchase of Notes to be so redeemed or purchased at the election of the Issuer shall be given by the Issuer or, at the Issuer’s request (made to the Trustee at least 40 days (or such shorter period as shall be satisfactory to
the Trustee) prior to the Redemption Date), by the Trustee in the name and at the expense of the Issuer. Any such request will set forth the information to be stated in such notice, as provided by this Section 1005. 

The notice if mailed in the manner herein provided shall be conclusively presumed to have been given, whether or not the Holder receives
such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other
Note. 
 Section 1006 Deposit of Redemption Price. On or prior to 12:00 p.m., London time, on any Redemption Date,
the Issuer shall deposit with the Trustee or with a Paying Agent (or, if the Issuer is acting as its own Paying Agent, the Issuer shall segregate and hold in trust as provided in Section 403) an amount of money sufficient to pay the
redemption price of, and any accrued and unpaid interest on, all the Notes or portions thereof which are to be redeemed on that date. 
 Section 1007 Notes Payable on Redemption Date. Notice of redemption having been given as provided in this Article X, the Notes so to be redeemed shall, on the Redemption Date, become
due and payable at the redemption price herein specified and from and after such date (unless the Issuer shall default in the payment of the redemption price or the Paying Agent is prohibited from paying the redemption price pursuant to the terms of
this Indenture) such Notes shall cease to bear interest. Upon surrender of such Notes for redemption in accordance with such notice, such Notes shall be paid by the Issuer at the redemption price. Installments of interest whose Interest Payment Date
is on or prior to the Redemption Date shall be payable to the Holders of such Notes registered as such on the relevant Regular Record Dates according to their terms and the provisions of Section 307. 

On and after any Redemption Date, if money sufficient to pay the redemption price of and any accrued and unpaid interest on Notes called
for redemption shall have been made available in accordance with Section 1006, the Notes (or the portions thereof) called for redemption will cease to accrue interest and the only right of the Holders of such Notes (or portions thereof)
will be to receive payment of the redemption price of and, subject to the last sentence of the preceding paragraph, any accrued and unpaid interest on such Notes (or portions thereof) to the Redemption Date. If any Note (or portion thereof) called
for redemption shall not be so paid upon surrender thereof for redemption, the principal (and premium, if any) shall, until paid, bear interest from the Redemption Date at the rate borne by the Note (or portion thereof). 

Section 1008 Notes Redeemed in Part. Any Note that is to be redeemed only in part shall be surrendered at the Place of
Payment (with, if the Issuer or the Trustee so requires, 

  
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due endorsement by, or a written instrument of transfer in form satisfactory to the Issuer and the Trustee duly executed by, the Holder thereof or its attorney duly authorized in writing) and the
Issuer shall execute and the Trustee shall authenticate and deliver to the Holder of such Note without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Note so surrendered. 
 Section 1009 Special Mandatory
Redemption. The Notes will be redeemed in whole (the “Special Mandatory Redemption”) at the Special Mandatory Redemption Price if the Escrow Agent has not received, at or prior to 11:00 a.m. (London time) on the Escrow
Expiration Date, the First Officers’ Certificate and the Second Officers’ Certificate (as each term is defined in the Escrow Agreement) or if, prior to such date, the Escrow Agent has received an officers’ certificate (the
“Mandatory Redemption Officers’ Certificate”) from Indirect Parent and the Issuer that the Merger Agreement has been terminated or that conditions to the release of the Escrow Amount will not be satisfied prior to the Escrow
Expiration Date. In such event, the Escrow Agent shall promptly notify the Trustee in writing on the earlier of the date of receipt of the Mandatory Redemption Officers’ Certificate or the Escrow Expiration Date that the Notes are to be
redeemed on the Special Redemption Date, in each case in accordance with the applicable provisions of this Indenture. 
 The
Trustee, following receipt of the notice from the Escrow Agent specified above, on the Mandatory Redemption Notice Date, shall promptly notify each Holder (with a copy to the Escrow Agent) no later than one Business Day after the receipt of such
written notification that all of the outstanding Notes shall be redeemed at the Special Mandatory Redemption Price on the Special Redemption Date automatically and without any further action by such Holders of the Notes. Such notice shall be sent by
the Trustee on behalf of the Issuer in the manner and shall contain the information set forth in Section 1005 and shall not be conditional. 
 At or prior to 12:00 p.m. (New York time) on the Special Redemption Date, the Escrow Agent shall promptly release from the Escrow Account (I) first, to the Paying Agent as per the written
instructions of the Trustee (which shall specify the Special Mandatory Redemption Price and the wire payment instructions), an amount equal to the lesser of (A) the Escrow Amount and (B) the aggregate amount of the Special Mandatory
Redemption Price and (II) second, the remainder of the Escrow Amount (if any) to, or at the written direction of, the Issuer. 

In the event that the amount of funds in the escrow account is less than the aggregate amount of the Special Mandatory Redemption Price
as provided in the Escrow Agreement, the Issuer and Indirect Parent shall pay to the Paying Agent, at or prior to 12:00 p.m. (London time) on the Special Redemption Date, cash equal to such shortfall so as to permit all outstanding Notes to be
redeemed on the Special Redemption Date at the Special Mandatory Redemption Price in accordance with the applicable provisions of this Indenture. 
 Any Special Mandatory Redemption pursuant to this Section 1009 shall be subject to Section 1007. 

  
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 ARTICLE XI 
 SATISFACTION AND DISCHARGE 
 Section 1101 Satisfaction and
Discharge of Indenture. This Indenture shall be discharged and shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Notes herein expressly provided for), and the Trustee, on demand of
and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when 
 (i) either 
 (a) all Notes theretofore authenticated and delivered
(other than Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 306, and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the
Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 403) have been delivered to the Trustee cancelled or for cancellation; or 

(b) all such Notes not theretofore delivered to the Trustee cancelled or for cancellation 

(1) have become due and payable, or 

(2) will become due and payable at their Stated Maturity within one year, or 

(3) have been or are to be called for redemption within one year under arrangements reasonably satisfactory to the
Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, 

(ii) the Issuer has irrevocably deposited or caused to be deposited with the Trustee money or U.S. Government Obligations,
or a combination thereof, sufficient (without reinvestment) to pay and discharge the entire Indebtedness on such Notes not theretofore delivered to the Trustee cancelled or for cancellation, for principal (and premium, if any) and interest to, but
not including, the date of such deposit (in the case of Notes that have become due and payable), or to the Stated Maturity or Redemption Date, as the case may be (provided that if such redemption shall be pursuant to
Section 1001(c), (x) the amount of money or U.S. Government Obligations or a combination thereof that the Issuer must irrevocably deposit or cause to be deposited shall be determined using an assumed Applicable Premium calculated as
of the date of such deposit, and (y) the Issuer must irrevocably deposit or cause to be deposited additional money in trust on the Redemption Date, as required by Section 1006, as necessary to pay the Applicable Premium as
determined on such date); 

  
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 (iii) the Issuer has paid or caused to be paid all other sums then payable
hereunder by the Company; and 
 (iv) the Issuer has delivered to the Trustee an Officer’s Certificate of
the Issuer and an Opinion of Counsel, each to the effect that all conditions precedent provided for in this Section 1101 relating to the satisfaction and discharge of this Indenture have been complied with, provided that any such
counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (i), (ii) and (iii)). 
 Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer to the Trustee under Section 707 and, if money shall have been deposited with the Trustee
pursuant to Section 110l(ii), the obligations of the Trustee under Section 1102 shall survive. 

Section 1102 Application of Trust Money. Subject to the provisions of the last paragraph of Section 403, all money
and/or U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 1101 shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment,
either directly or through any Paying Agent as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest on the Notes; but such money need not be segregated from other funds except to the extent
required by law. 
 ARTICLE XII 
 DEFEASANCE OR COVENANT DEFEASANCE 
 Section 1201 The Issuer’s
Option to Effect Defeasance or Covenant Defeasance. The Issuer may, concurrently (and not separately) at its option, at any time, elect to have terminated the obligations of the Issuer with respect to Outstanding Notes and to have terminated all
of the obligations of the Guarantors with respect to the Guarantees, in each case, as set forth in this Article XII, and elect to have either Section 1202 or Section 1203 be applied to all of the Outstanding Notes (the
“Defeased Notes”), upon compliance with the conditions set forth below in Section 1204. Either Section 1202 or Section 1203 may be applied to the Defeased Notes to any Redemption Date or the
Stated Maturity of the Notes. 
 Section 1202 Defeasance and Discharge. Upon the Issuer’s exercise under
Section 1201 of the option applicable to this Section 1202, the Issuer shall be deemed to have been released and discharged from its obligations with respect to the Defeased Notes on the date the relevant conditions set forth
in Section 1204 below are satisfied (hereinafter, “Defeasance”). For this purpose, such Defeasance means that the Issuer shall be deemed to have paid and discharged the entire Indebtedness represented by the Defeased
Notes, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1205 and the other Sections of this Indenture referred to in clauses (a) and (b) below, and the Issuer and each of the
Guarantors shall be deemed to have satisfied all other obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of the Issuer, shall execute proper 

  
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instruments acknowledging the same), except for the following, which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of Defeased Notes to receive,
solely from the trust fund described in Section 1204 and as more fully set forth in such Section, payments in respect of the principal of and premium, if any, and interest on such Notes when such payments are due, (b) the
Issuer’s obligations with respect to such Defeased Notes under Sections 304, 305, 306, 402 and 403, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder, including the
Trustee’s rights under Section 707, and (d) this Article XII. If the Issuer exercises its option under this Section 1202, payment of the Notes may not be accelerated because of an Event of Default with
respect thereto. Subject to compliance with this Article XII, the Issuer may, at its option and at any time, exercise its option under this Section 1202 notwithstanding the prior exercise of its option under
Section 1203 with respect to the Notes. 
 Section 1203 Covenant Defeasance. Upon the Issuer’s
exercise under Section 1201 of the option applicable to this Section 1203, (a) the Issuer and the Guarantors shall be released from their respective obligations under any covenant or provision contained in Section 405 and
Sections 407 through 415 and the provisions of clauses (iii), (iv) and (v) of Section 50l(a) shall not apply, and (b) the occurrence of any event specified in clause (iv), (v) (with respect to Section 405 and Sections
407 through 415, inclusive), (vi), (vii), (viii) (with respect to Subsidiaries), (ix) (with respect to Subsidiaries), (x) or (xi) of Section 601 shall be deemed not to be or result in an Event of Default, in each case with
respect to the Defeased Notes on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not to be “Outstanding” for the purposes of any
direction, waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in connection with such covenants or provisions, but shall continue to be deemed “Outstanding” for all other purposes hereunder. For this
purpose, such Covenant Defeasance means that, with respect to the Outstanding Notes, the Issuer and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant or
provision, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or provision or by reason of any reference in any such covenant or provision to any other provision herein or in any other document and such
omission to comply shall not constitute a Default or an Event of Default under Section 601, but, except as specified above, the remainder of this Indenture and such Outstanding Notes shall be unaffected thereby. 

Section 1204 Conditions to Defeasance or Covenant Defeasance. The following shall be the conditions to application of either
Section 1202 or Section 1203 to the Outstanding Notes: 
 (1) The Issuer shall have
irrevocably deposited or caused to be deposited with the Trustee, in trust, money or U.S. Government Obligations, or a combination thereof, in amounts as will be sufficient (without reinvestment), to pay and discharge the principal of, and premium,
if any, and interest on the Defeased Notes to the Stated Maturity or relevant Redemption Date in accordance with the terms of this Indenture and the Notes (provided that if such redemption shall be pursuant to Section 1001(c),
(x) the amount of money or U.S. Government Obligations or a combination thereof that the Issuer must irrevocably deposit or cause to be deposited shall be determined using an assumed 

  
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Applicable Premium calculated as of the date of such deposit, and (y) the Issuer must irrevocably deposit or cause to be deposited additional money in trust on the Redemption Date, as
required by Section 1006, as necessary to pay the Applicable Premium as determined on such date); 

(2) No Default or Event of Default shall have occurred and be continuing on the date of such deposit; 

(3) Such deposit shall not result in a breach or violation of, or constitute a Default or Event of Default under, this
Indenture or any other material agreement or instrument to which the Issuer is a party or by which it is bound; 

(4) In the case of an election under Section 1202, the Issuer shall have delivered to the Trustee an Opinion
of Counsel (subject to customary exceptions and exclusions) to the effect that (x) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (y) since the Issue Date, there has been a change in
the applicable United States federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm to the effect that, the Holders of the Outstanding Notes will not recognize income, gain or loss for United States
federal income tax purposes as a result of such Defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Defeasance had not occurred;
provided that such Opinion of Counsel need not be delivered if all Notes theretofore authenticated and delivered (other than (i) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in
Section 306, and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in
Section 403) not theretofore delivered to the Trustee for cancellation have become due and payable, will become due and payable at their Stated Maturity within one year, or are to be called for redemption within one year under
arrangements reasonably satisfactory to the Trustee in the name, and at the expense, of the Issuer; 
 (5) In the
case of an election under Section 1203, the Issuer shall have delivered to the Trustee an Opinion of Counsel (subject to customary exceptions and exclusions) to the effect that the Holders of the Outstanding Notes will not recognize
income, gain or loss for United States federal income tax purposes as a result of such Covenant Defeasance and will be subject to United States federal income tax on the same amounts, in the same manner and at the same times as would have been the
case if such Covenant Defeasance had not occurred; and 
 (6) The Issuer shall have delivered to the Trustee an
Officer’s Certificate and an Opinion of Counsel, each to the effect that all conditions precedent provided for in this Section 1204 relating to either the Defeasance under Section 1202 or the Covenant Defeasance under
Section 1203, as the case may be, have been complied with. In rendering such Opinion of Counsel, counsel may rely on an Officer’s Certificate as to compliance with the foregoing clauses (1), (2) and (3) of this
Section 1204 or as to any matters of fact. 

  
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 Section 1205 Deposited Money and U.S. Government Obligations to Be Held in Trust;
Other Miscellaneous Provisions. Subject to the provisions of the last paragraph of Section 403, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or such other Person that would
qualify to act as successor Trustee under Article VII, collectively and solely for purposes of this Section 1205, the “Trustee”) pursuant to Section 1204 in respect of the Defeased Notes shall be held
in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent as the Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. 
 The Issuer shall pay and indemnify the Trustee and its agents and hold them harmless against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant
to Section 1204, or the principal, premium, if any, and interest received in respect thereof, other than any such tax, fee or other charge that by law is for the account of the Holders of the Defeased Notes. 

Anything in this Article XII to the contrary notwithstanding, the Trustee shall deliver to the Issuer from time to time, upon
Issuer Request, any money or U.S. Government Obligations held by it as provided in Section 1204 that, in the opinion of a nationally recognized accounting or investment banking firm expressed in a written certification thereof to the
Trustee, are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance. Subject to Article VII, the Trustee shall not incur any liability to any Person by relying on
such opinion. 
 Section 1206 Reinstatement. If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with Section 1202 or 1203, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then
the obligations of the Issuer and each of the Guarantors under this Indenture, the Notes and the Guarantees shall be revived and reinstated as though no deposit had occurred pursuant to Section 1202 or 1203, as the case may be,
until such time as the Trustee or Paying Agent is permitted to apply all such money and U.S. Government Obligations in accordance with Section 1202 or 1203, as the case may be; provided, however, that if the Issuer
or any Guarantor makes any payment of principal, premium, if any, or interest on any Note following the reinstatement of its obligations, the Issuer or Guarantor, as the case may be, shall be subrogated to the rights of the Holders of such Notes to
receive such payment from the money and U.S. Government Obligations held by the Trustee or Paying Agent. 
 Section 1207
Repayment to the Company. The Trustee shall pay to the Issuer upon Issuer Request any money held by it for the payment of principal or interest that remains unclaimed for two years. After payment to the Issuer, Holders entitled to money must
look to 

  
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the Issuer for payment as general creditors unless an applicable abandoned property law designates another Person and all liability of the Trustee or Paying Agent with respect to such money shall
thereupon cease. 
 ARTICLE XIII 
 GUARANTEES 
 Section 1301 Guarantees Generally. 

(a) Guarantee of Each Guarantor. Each Guarantor, as primary obligor and not merely as surety, will jointly and severally,
irrevocably, fully and unconditionally Guarantee, on an unsecured unsubordinated basis, the punctual payment when due, whether at Stated Maturity, by acceleration or otherwise, of all monetary obligations of the Issuer under this Indenture and the
Notes, whether for principal of or interest on the Notes, expenses, indemnification or otherwise (all such obligations guaranteed by the Guarantors herein called the “Guaranteed Obligations” and by the Subsidiary Guarantors being herein
called the “Subsidiary Guaranteed Obligations”). 
 The obligations of each Guarantor will be limited to the
maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including but not limited to any Guarantee by it of any Bank Indebtedness) and after giving effect to any collections from or payments made
by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under the Guarantee not
constituting a fraudulent conveyance or fraudulent transfer under applicable law, or being void or unenforceable under any law relating to insolvency of debtors. 
 (b) Further Agreements of Each Guarantor. (i) Each Guarantor hereby agrees that (to the fullest extent permitted by law) its obligations hereunder shall be unconditional, irrespective of the
validity, regularity or enforceability of this Indenture, the Notes or the obligations of the Issuer or any other Guarantor to the Holders or the Trustee hereunder or thereunder, the absence of any action to enforce the same, any waiver or consent
by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same, whether or not a notation concerning its Guarantee is made on any
particular Note, or any other circumstance that might otherwise constitute a legal or equitable discharge or defense of a Guarantor. 
 (ii) Each Guarantor hereby waives (to the fullest extent permitted by law) the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy
of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that (except as otherwise provided in Section 1303) its Guarantee will not be discharged except by
complete performance of the obligations contained in the Notes, this Indenture and this Guarantee. Such Guarantee is a guarantee of payment and not of collection. Each Guarantor further agrees (to the fullest extent permitted by law) that, as


  
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between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, subject to this Article XIII, (1) the maturity of the obligations guaranteed by its Guarantee
may be accelerated as and to the extent provided in Article VI for the purposes of such Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed by
such Guarantee, and (2) in the event of any acceleration of such obligations as provided in Article VI, such obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor in accordance with the
terms of this Section 1301 for the purpose of such Guarantee. Neither the Trustee nor any other Person shall have any obligation to enforce or exhaust any rights or remedies or to take any other steps under any security for the

 (iii) Guaranteed Obligations or against the Issuer or any other Person or any property of the Issuer or any
other Person before the Trustee is entitled to demand payment and performance by any or all Guarantors of their obligations under their respective Guarantees or under this Indenture. 

(iv) Until terminated in accordance with Section 1303, each Guarantee shall remain in full force and effect
and continue to be effective should any petition be filed by or against the Issuer for liquidation or reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed
for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to
applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on such Notes, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or
performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and
not so rescinded, reduced, restored or returned. 
 (c) Each Subsidiary Guarantor that makes a payment or distribution under its
Guarantee shall have the right to seek contribution from the Issuer or any nonpaying Guarantor that has also Guaranteed the relevant Guaranteed Obligations in respect of which such payment or distribution is made, so long as the exercise of such
right does not impair the rights of the Holders under the Subsidiary Guarantees. 
 (d) Each Guarantor acknowledges that it will
receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that its Guarantee, and the waiver set forth in Section 1305, are knowingly made in contemplation of such benefits. 

(e) Each Guarantor, pursuant to its Guarantee, also hereby agrees to pay any and all reasonable out-of-pocket expenses (including
reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under a Guarantee. 

Section 1302 Continuing Guarantees. (a) Each Guarantee shall be a continuing Guarantee and shall (i) subject to
Section 1303, remain in 

  
 109









 
full force and effect until payment in full of the principal amount of all Outstanding Notes (whether by payment at maturity, purchase, redemption, defeasance, retirement or other acquisition)
and all other applicable obligations then due and owing, (ii) be binding upon such Guarantor and (iii) inure to the benefit of and be enforceable by the Trustee, the Holders and their permitted successors, transferees and assigns.

 (b) The obligations of each Guarantor hereunder shall continue to be effective or shall be reinstated, as the case may be, if
at any time any payment which would otherwise have reduced or terminated the obligations of any Guarantor hereunder and under its Guarantee (whether such payment shall have been made by or on behalf of the Issuer or by or on behalf of a Guarantor)
is rescinded or reclaimed from any of the Holders upon the insolvency, bankruptcy, liquidation or reorganization of the Issuer or any Guarantor or otherwise, all as though such payment had not been made. 

Section 1303 Release of Guarantees. Notwithstanding the provisions of Section 1302, a Guarantee will be subject
to termination and discharge under the circumstances described in this Section 1303. A Guarantor will automatically and unconditionally be released from all obligations under its Guarantee, and such Guarantee shall thereupon terminate
and be discharged and of no further force or effect, (i) in the case of a Subsidiary Guarantor, concurrently with any direct or indirect sale or disposition (by merger or otherwise) of any Subsidiary Guarantor or any interest therein not
prohibited by the terms of this Indenture (including Section 411 and Section 501) by the Company or a Restricted Subsidiary or any other transaction, following which such Subsidiary Guarantor is no longer a Restricted
Subsidiary of the Company, (ii) at any time that such Guarantor is released from all of its obligations under all of its Guarantees of payment by the Company of any Indebtedness of the Company under the Senior Credit Facilities (it being
understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated); provided that the release of obligations described in this clause
(ii) shall not apply to the Indirect Parent or the Company, (iii) upon the merger or consolidation of any Guarantor with and into the Issuer, the Company or another Guarantor that is the surviving Person in such merger or consolidation, or
upon the liquidation of such Guarantor following or contemporaneously with the transfer of all of its assets to the Issuer, the Company or another Guarantor; provided that the release of obligations described in this clause (iii) shall
not apply to the Indirect Parent or the Company, (iv) concurrently with a Subsidiary Guarantor becoming an Unrestricted Subsidiary, (v) upon legal or covenant defeasance of the Issuer’s obligations, or satisfaction and discharge of
this Indenture, or (vi) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding. In addition, the Issuer will have the right, upon 5 days’ notice to the Trustee, to cause
any Subsidiary Guarantor that has not guaranteed payment by the Company of any Indebtedness of the Company under the Senior Credit Facilities to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary
Guarantee shall thereupon terminate and be discharged and of no further force or effect. 
 Upon any such occurrence specified
in this Section 1303, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of the applicable Guarantee. 

  
 110









 Section 1304 [Reserved]. 

Section 1305 Waiver of Subrogation. Each Guarantor hereby irrevocably waives any claim or other rights that it may now or
hereafter acquire against the Issuer that arise from the existence, payment, performance or enforcement of the Issuer’s obligations under the Notes and this Indenture or such Guarantor’s obligations under its Guarantee and this Indenture,
including any right of subrogation, reimbursement, exoneration, indemnification, and any right to participate in any claim or remedy of any Holder of Notes against the Issuer, whether or not such claim, remedy or right arises in equity, or under
contract, statute or common law, until this Indenture is discharged and all of the Notes are discharged and paid in full. If any amount shall be paid to any Guarantor in violation of the preceding sentence and the Notes shall not have been paid in
full, such amount shall be deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the Notes, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and
applied upon the Notes, whether matured or unmatured, in accordance with the terms of this Indenture. 
 Section 1306
Notation Not Required. Neither the Issuer nor any Guarantor shall be required to make a notation on the Notes to reflect any Guarantee or any release, termination or discharge thereof. 

Section 1307 Successors and Assigns of Guarantors. All covenants and agreements in this Indenture by each Guarantor shall
bind its respective successors and assigns, whether so expressed or not. 
 Section 1308 Execution and Delivery of
Guarantees. The Notes shall be guaranteed by each of the Parent Guarantors. In addition (and in addition to the provisions of Section 416), the Company shall cause each Restricted Subsidiary that is required to become a Subsidiary
Guarantor pursuant to Section 414, and each Subsidiary of the Company that the Company causes to become a Subsidiary Guarantor pursuant to Section 414, to promptly execute and deliver to the Trustee a Supplemental Indenture
substantially in the form set forth in Exhibit E to this Indenture, or otherwise in form and substance reasonably satisfactory to the Trustee, evidencing its Subsidiary Guarantee on substantially the terms set forth in this Article
XIII. Concurrently therewith, the Company shall deliver to the Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee to the effect that such Supplemental Indenture has been duly authorized, executed and
delivered by such Restricted Subsidiary and that, subject to applicable bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance, reorganization, moratorium and other laws now or hereafter in effect affecting creditors’ rights or
remedies generally and to general principles of equity (including standards of materiality, good faith, fair dealing and reasonableness), whether considered in a proceeding at law or at equity, such Supplemental Indenture is a valid and binding
agreement of such Restricted Subsidiary, enforceable against such Restricted Subsidiary in accordance with its terms. 

Section 1309 Notices. Notice to any Guarantor shall be sufficient if addressed to such Guarantor in care of the Issuer at the
address, place and manner provided in Section 109. 

  
 111









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

			
	AVIS BUDGET FINANCE PLC
		
	By:	 	 /s/ David B. Wyshner

	Name:	 	David B. Wyshner
	Title:	 	Director
	
	AVIS BUDGET GROUP, INC.
		
	By:	 	 /s/ Rochelle Tarlowe

	Name:	 	Rochelle Tarlowe
	Title:	 	Vice President and Treasurer
	
	AVIS BUDGET HOLDINGS, LLC
		
	By:	 	 /s/ Rochelle Tarlowe

	Name:	 	Rochelle Tarlowe
	Title:	 	Vice President and Treasurer
	
	AVIS BUDGET CAR RENTAL, LLC
		
	By:	 	 /s/ Rochelle Tarlowe

	Name:	 	Rochelle Tarlowe
	Title:	 	Vice President and Treasurer


 [Signature Page to Indenture in respect of Senior Notes] 







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

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

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


 [Signature Page to Indenture in respect of Senior Notes] 








			
	 THE NOVA SCOTIA TRUST COMPANY
 OF NEW YORK, as Trustee

		
	By:	 	 /s/ Warren A. Goshine

	Name:	 	Warren A. Goshine
	Title:	 	Vice President


 [Signature Page to Indenture in respect of Senior Notes] 







 
			
	 CITIBANK, N.A., LONDON BRANCH, as
 Paying Agent and Note Registrar

		
	By:	 	 /s/ Stuart Sullivan

	Name:	 	Stuart Sullivan
	Title:	 	Vice President


 [Signature Page to Indenture in respect of Senior Notes] 







 EXHIBIT A 
 Form of Initial Note1 
 AVIS BUDGET FINANCE PLC 

6.00% Senior Notes due 2021 
  

			
	Common Code No.                     	 	No.         

  
 €
                     

Avis Budget Finance plc, a public company duly organized and existing under the laws of Jersey, Channel Islands (the
“Issuer,” which term includes its successors and assigns), promise to pay to the CITIVIC NOMINEES LIMITED, or registered assigns, the principal sum of
€                    ([                   
         ] Euros) [(or such lesser or greater amount as shall be outstanding hereunder from time to time in accordance with Sections 312 and 313 of the Indenture referred to herein)]2 (the “Principal Amount”) on March 1, 2021. The
Issuer promises to pay interest semi-annually in cash on March 1 and September 1 of each year, commencing September 1, 2013, at the rate of 6.00% per annum (subject to adjustment as provided below)3 until the Principal Amount is paid or made available for payment.
[Interest on this Note will accrue (or will be deemed to have accrued) from the most recent date to which interest on this Note or any of its Predecessor Notes has been paid or duly provided for or, if no such interest has been paid, from
        ,
        
4.]5 Interest on the Notes shall be computed on the basis of a 360-day
year consisting of twelve 30-day months. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Note (or one or more Predecessor
Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be the February 15 or August 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any
such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at
the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes not more than 15 days nor less than 10 days prior to such Special Record Date, or
be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said
Indenture. 
  
  

	1 	Insert any applicable legends from Article II. 


	2 	Include only if the Note is issued in global form. 


	3 	Include only for Initial Notes. 


	4 	Insert the Interest Payment Date immediately preceding the date of issuance of the applicable Additional Notes, or if the date of issuance of such Additional Notes is
an Interest Payment Date, such date of issuance. 


	5 	Include only for Additional Notes. 


  
 A-1









 Payment of the principal of (and premium, if any) and interest on this Note will be made at
the office of the applicable Paying Agent, or such other office or agency of the Company maintained for that purpose; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address
of the Person entitled thereto as such address shall appear in the Note Register. 
 Reference is hereby made to the further
provisions of this Note set forth on the attached Additional Terms of the Notes, which further provisions shall for all purposes have the same effect as if set forth at this place. 

Unless the certificate of authentication hereon has been executed by the Trustee referred to herein by manual signature, this Note shall
not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. For the avoidance of doubt, the Trustee shall be permitted to affix manual authentication on a facsimile signature of any Officer on the Notes. 


  
 A-2









 IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed. 

 

			
	AVIS BUDGET FINANCE PLC
		
	By:	 	  

	Name:	 	
	Title:	 	



  
 A-3









 This is one of the Notes referred to in the within-mentioned Indenture. 

 

			
	THE BANK OF NOVA SCOTIA TRUST
	 COMPANY OF NEW YORK,

as Trustee

		
	By:	 	  

	Name:	 	
	Title:	 	


 Dated: 

  
 A-4









 Additional Terms of the Notes 

This Note is one of the duly authorized issue of 6.00% Senior Notes due 2021 of the Issuer (herein called the “Notes”),
issued under an Indenture, dated as of March 7, 2013 (herein called the “Indenture,” which term shall have the meanings assigned to it in such instrument), between Avis Budget Finance plc, the Guarantors from time to time
parties thereto (“Guarantors”), The Bank of Nova Scotia Trust Company of New York, as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), and Citibank, N.A., London
Branch as Paying Agent and Note Registrar and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, any other obligor upon this Note, the Trustee
and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to
the Indenture for a statement of such terms. Additional Notes may be issued under the Indenture which will vote as a class with the Notes and otherwise be treated as Notes for purposes of the Indenture. 

All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in the Indenture. 

This Note may hereafter be entitled to certain Guarantees made for the benefit of the Holders. Reference is made to Article XIII of the
Indenture for terms relating to such Guarantees, including the release, termination and discharge thereof. Neither the Issuer nor any Guarantor shall be required to make any notation on this Note to reflect any Guarantee or any such release,
termination or discharge. 
 The Notes will be redeemable, at the Issuer’s option, in whole or in part, at any time and
from time to time on or after March 1, 2016, and prior to maturity at the applicable redemption price set forth below. Such redemption may be made upon notice mailed by first-class mail to each Holder’s registered address in accordance
with the Indenture. The Issuer may provide in such notice that payment of the redemption price and the performance of the Issuer’s obligations with respect to such redemption may be performed by another Person. Any such redemption and notice
may, in the Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent, including but not limited to the occurrence of a Change of Control. The Notes will be so redeemable at the following redemption prices
(expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, to the relevant Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant
Interest Payment Date), if redeemed during the 12-month period commencing on March 1 of each of the years set forth below: 
  

					
	 Period
	  	Redemption
Price	 
	 2016
	  	 	104.5	% 
	 2017
	  	 	103.0	% 
	 2018
	  	 	101.5	% 
	 2019 and thereafter
	  	 	100.0	% 


  
 A-5









 In addition, at any time and from time to time on or prior to March 1, 2016, the Issuer
at its option may redeem Notes in an aggregate principal amount equal to up to 35% of the original aggregate principal amount of Notes (including the principal amount of any Additional Notes), with funds in an aggregate amount not exceeding the
aggregate proceeds of one or more Equity Offerings, at a redemption price (expressed as a percentage of principal amount thereof) of 106.0%, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the right
of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date); provided, however, that an aggregate principal amount of Notes equal to at least 65% of the original aggregate principal
amount of Notes (including the principal amount of any Additional Notes) must remain outstanding after each such redemption. The Issuer may make such redemption upon notice mailed by first-class mail to each Holder’s registered address in
accordance with the Indenture (but in no event more than 180 days after the completion of the related Equity Offering). The Issuer may provide in such notice that payment of the redemption price and performance of the Issuer’s obligations with
respect to such redemption may be performed by another Person. Any such notice may be given prior to the completion of the related Equity Offering, and any such redemption or notice may, at the Issuer’s discretion, be subject to the
satisfaction of one or more conditions precedent, including the completion of the related Equity Offering. 
 At any time prior
to March 1, 2016, Notes may also be redeemed or purchased (by the Issuer or any other Person) in whole or in part, at the Company’s option, at a price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and
accrued but unpaid interest, if any, to, but not including, the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). Such redemption or purchase may be
made upon notice mailed by first-class mail to each Holder’s registered address in accordance with the Indenture. The Issuer may provide in such notice that payment of the Redemption Price and performance of the Issuer’s obligations with
respect to such redemption or purchase may be performed by another Person. Any such redemption, purchase or notice may, at the Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent, including but not limited to
the occurrence of a Change of Control. 
 [The Notes will be subject to a Special Mandatory Redemption at 100% of the principal
amount of the Notes plus accrued and unpaid interest on the principal amount of the Notes to, but not including, the date of the Special Mandatory Redemption in accordance with the applicable provisions of the Indenture].6 

The Indenture provides that, upon the occurrence after the Issue Date of a Change of Control, each Holder will have the right to require
that the Issuer repurchase all or any part of such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including, the date of such repurchase (subject to
the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date); provided, however, that the Issuer shall not be obligated to repurchase Notes in the event it has exercised its
right to redeem all the Notes as described above. 
  
  

	6 	 Include paragraph only in Notes issued before Completion Date. 



  
 A-6









 The Notes will not be entitled to the benefit of a sinking fund. 

The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Note or certain restrictive covenants and
certain Events of Default with respect to this Note, in each case upon compliance with certain conditions set forth in the Indenture. 
 If an Event of Default with respect to the Notes shall occur and be continuing, the principal of and accrued but unpaid interest on the Notes may be declared due and payable in the manner and with the
effect provided in the Indenture. 
 The Indenture permits, with certain exceptions as therein provided, the amendment thereof
and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes to be effected under the Indenture at any time by the Issuer and the Trustee with the consent of the Holders of at least a majority in
principal amount of the Notes at the time Outstanding to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Notes at the time Outstanding, on behalf of the Holders of all
Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. 

As provided in and subject to the provisions of the Indenture, the Holder of this Note shall not have the right to institute any
proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to
the Notes, the Holders of not less than 30% in principal amount of the Notes at the time Outstanding shall have made written request to the Trustee to pursue such remedy in respect of such Event of Default as Trustee and offered the Trustee
reasonable security or indemnity against any loss, liability or expense, and the Trustee shall not have received from the Holders of a majority in principal amount of Notes at the time Outstanding a direction inconsistent with such request, and
shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of security or indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any
payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. 
 No
reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and any premium and interest on this Note at the
times, place and rate, and in the coin or currency, herein prescribed. 

  
 A-7









 As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Note is registrable in the Note Register, upon surrender of this Note for registration of transfer at the office or agency of the Issuer in a Place of Payment, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Issuer and the Note Registrar duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Notes of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or transferees. 
 The Notes are issuable only in fully
registered form without coupons in minimum denominations of €100,000 and any integral multiple of €l,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Notes are exchangeable for a
like aggregate principal amount of Notes of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 
 No service charge shall be made for any such registration, transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any transfer tax or other governmental charge payable in
connection therewith. 
 Prior to due presentment of this Note for registration or transfer, the Issuer, any other obligor in
respect of this Note, the Trustee and any agent of the Issuer, such other obligor or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the
Issuer, any other obligor upon this Note, the Trustee nor any such agent shall be affected by notice to the contrary. 
 No
director, officer, employee, incorporator, equity holder, member or stockholder, as such, of the Issuer, any Guarantor or any Subsidiary of any thereof shall have any liability for any obligation of the Issuer or any Guarantor under the Indenture,
the Notes or any Guarantee, or for any claim based on, in respect of, or by reason of, any such obligation or its creation. Each Holder, by accepting this Note, hereby waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes. 
 THE INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK. THE TRUSTEE, THE ISSUER, 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 THE INDENTURE, THE NOTES OR THE GUARANTEES. 

  
 A-8









 GUARANTEE 
 For value received, the undersigned hereby unconditionally guarantees, as principal obligor and not only as a surety, to the Holder of this Note the cash payments in Euros of principal of, premium, if
any, and interest on this Note (and including Additional Interest payable thereon) in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or
performance of all other Obligations of the Issuer under the Indenture (as defined below) or the Note, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note, Article XIII of the
Indenture and this Guarantee. This Guarantee will become effective in accordance with Article XIII of the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected by the fact that it
is not affixed to any particular Note. 
 Capitalized terms used but not defined herein shall have the meanings ascribed to them
in the Indenture, dated as of March 7, 2013, between Avis Budget Finance plc, a public company organized under the laws of Jersey, Channel Islands, the Guarantors from time to time parties thereto (“Guarantors”), Citibank,
N.A., London Branch as paying agent and note registrar, and The Bank of Nova Scotia Trust Company of New York, as Trustee (as amended, supplemented or otherwise modified the “Indenture”). 

THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH GUARANTOR HEREBY AGREES 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 GUARANTEE. 

This Guarantee is subject to release upon the terms set forth in the Indenture. 

  
 A-9









 
					
		 	AVIS BUDGET GROUP, INC.
			
		 	By	 	  

		 	Name:	 	
		 	Title:	 	
	
	AVIS BUDGET HOLDINGS, LLC
			
		 	By	 	  

		 	Name:	 	
		 	Title:	 	
	
	AVIS BUDGET CAR RENTAL, LLC
			
		 	By	 	  

		 	Name:	 	
		 	Title:	 	
	
	AB CAR RENTAL SERVICES, INC.
		 	ARACS LLC
	AVIS ASIA AND PACIFIC, LLC
	AVIS BUDGET FINANCE, INC.
	AVIS CAR RENTAL GROUP, LLC
	AVIS CARIBBEAN, LIMITED
	AVIS ENTERPRISES, INC.
	AVIS GROUP HOLDINGS, LLC
	AVIS INTERNATIONAL, LTD.
	AVIS OPERATIONS, LLC
	AVIS RENT A CAR SYSTEM, LLC
	PF CLAIMS MANAGEMENT, LTD.
		 	PR HOLDCO, INC.
	WIZARD CO., INC.
			
		 	By	 	  

		 	Name:	 	
		 	Title:	 	



  
 A-10









 
			
	BGI LEASING, INC.
	BUDGET RENT A CAR SYSTEM, INC.
	BUDGET RENT A CAR LICENSOR, LLC
	BUDGET TRUCK RENTAL LLC
	RUNABOUT, LLC
	WIZARD SERVICES, INC.
		
	By	 	  

	Name:	 	
	Title:	 	



  
 A-11









 [FORM OF CERTIFICATE OF TRANSFER] 

FOR VALUE RECEIVED the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto 

Insert Taxpayer Identification No. 
 (Please
print or typewrite name and address including zip code of assignee) 
  

 
  

 
 the within Note and all rights
thereunder, hereby irrevocably constituting and appointing 
  

 
 attorney to transfer such Note on the
books of the Issuer with full power of substitution in the premises. 
 This Note is being sold, assigned and transferred (check one):

  

			
	[    ] (a)	  	to the Company;
		
		  	or
		
	[    ] (b)	  	to a person whom the Holder reasonably believes is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act of 1933, purchasing for its own
account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or other transfer is being made in reliance on Rule 144A under the Securities Act of 1933;
		
		  	or
		
	[    ] (c)	  	in an offshore transaction in accordance with Regulation S under the Securities Act of 1933;
		
		  	or
		
	[    ] (d)	  	to an institution that is an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act of 1933 that is acquiring this
Note for investment purposes and not for distribution;
		
		  	or
		
	[    ] (e)	  	pursuant to any exemption from registration under the Securities Act of 1933 provided by Rule 144 (if applicable) under the Securities Act of 1933;


  
 A-12










			
		  	or
		
	[    ] (f)	  	pursuant to an effective registration statement under the Securities Act of 1933;
		
		  	or
		
	[    ] (g)	  	this or Note is being transferred other than in accordance with (a), (b) or (c) above and documents are being furnished which comply with the conditions of transfer set forth in
this Note and the Indenture.

 If none of the foregoing boxes is checked, the Trustee or other Note Registrar shall not be obligated to register this
Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 313 of the Indenture shall have been satisfied. 

 

					
	Date:                    	 		 	
		 		 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any
change whatsoever.
	Signature Guarantee:                       
                                         
        	 	

 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements
of the Note Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note
Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 

  
 A-13









 TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED. 

The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it
exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in
reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is
relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A. 
  

					
	Dated:	 	                    	  	  

		 		  	NOTICE: To be executed by an executive officer


  
 A-14









 OPTION OF HOLDER TO ELECT PURCHASE 

If you wish to have this Note purchased by the Issuer pursuant to Section 411 or 415 of the Indenture, check the box:
[    ]. 
 If you wish to have a portion of this Note purchased by the Issuer pursuant to Section 411
or 415 of the Indenture, state the amount (in principal amount) below: 
 $         

Date:                     

Your
Signature:                                       
          
 (Sign exactly as your name appears on the other side of this Note) 

Signature
Guarantee:                                       
  
 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note
Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in
addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 

  
 A-15









 SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE 

The following increases or decreases in this Global Note have been made: 

 

									
	 Date of

Exchange
	 	 Amount of decreases
in Principal
Amount
 of this Global Note
	 	 Amount of increases
in Principal
Amount
 of this Global Note
	 	 Principal amount of this

Global Note following
 such decreases or
 increases
	 	 Signature of
authorized officer of

Trustee or Notes

Custodian

	
                
	 	  
	 	  
	 	  
	 	  


  

  
 A-16









 EXHIBIT B 

Form of Registered Note1 

AVIS BUDGET FINANCE PLC 
 6.00% Senior Notes due 2021 
  

			
	 Common Code No.
                    
	  	No.             

  
 €
                     
 Avis Budget Finance plc, a public company duly organized and existing under the laws of Jersey, Channel Islands (the “Issuer,” which term includes its successors and assigns), promise to
pay to the                     , or registered assigns, the principal sum of
€                    ([                   
         ] Euros) [(or such lesser or greater amount as shall be outstanding hereunder from time to time in accordance with Sections 312 and 313 of the Indenture referred to on the reverse hereof)]2 (the “Principal Amount”) on March 1, 2021. The
Issuer promises to pay interest semi-annually in cash on March 1 and September 1 of each year, commencing September 1, 2013, at the rate of 6.00% per annum except that interest accrued on this Note for periods prior to the date
on which the Initial Note was surrendered in exchange for this Note will accrue at the rate or rates borne by such Initial Note from time to time during such periods, until the Principal Amount is paid or made available for payment. [Interest on
this Note will accrue (or will be deemed to have accrued) from the most recent date to which interest on this Note or any of its Predecessor Notes has been paid or duly provided for or, if no such interest has been paid, from
        ,
        
3.]4 Interest on the Notes shall be computed on the basis of a 360-day
year consisting of twelve 30-day months. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Note (or one or more Predecessor
Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be the February 15 or August 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any
such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at
the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes not more than 15 days nor less than 10 days prior to such Special Record Date, or
be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said
Indenture. 
  
  

	1 	Insert any applicable legends from Article II. 


	2 	 Include only if the Note is issued in global form. 



	3 
	 Interest thePayment Date immediately preceding the date of issuance of the applicable Additional Notes, or if the date of issuance of such Additional
Notes is an Interest Payment Date, such date of issuance. 



	4 	 Include only for Additional Notes. 



  
 B-1









 Payment of the principal of (and premium, if any) and interest on this Note will be made at
the office of the applicable Paying Agent, or such other office or agency of the Company maintained for that purpose; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address
of the Person entitled thereto as such address shall appear in the Note Register. 
 Reference is hereby made to the further
provisions of this Note set forth on the attached Additional Terms of the Notes, which further provisions shall for all purposes have the same effect as if set forth at this place. 

Unless the certificate of authentication hereon has been executed by the Trustee referred to herein by manual signature, this Note shall
not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. For the avoidance of doubt, the Trustee shall be permitted to affix manual authentication on a facsimile signature of any Officer on the Notes. 


  
 B-2









 IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed. 

 

			
	 AVIS BUDGET FINANCE PLC

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	



  
 B-3









 This is one of the Notes referred to in the within-mentioned Indenture. 

 

			
	 THE BANK OF NOVA SCOTIA TRUST
 COMPANY OF NEW YORK,
 as Trustee

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	


 Dated: 

  
 B-4









 Additional Terms of the Notes 

This Note is one of the duly authorized issue of 6.00% Senior Notes due 2021 of the Issuer (herein called the “Notes”),
issued under an Indenture, dated as of March 7, 2013 (herein called the “Indenture,” which term shall have the meanings assigned to it in such instrument), between Avis Budget Finance plc, the Guarantors from time to time
parties thereto (“Guarantors”), The Bank of Nova Scotia Trust Company of New York, as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture), and Citibank, N.A., London
Branch as Paying Agent and Note Registrar and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, any other obligor upon this Note, the Trustee
and the Holders of the Notes and of the terms upon which the Notes are, and are to be, authenticated and delivered. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to
the Indenture for a statement of such terms. Additional Notes may be issued under the Indenture which will vote as a class with the Notes and otherwise be treated as Notes for purposes of the Indenture. 

All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in the Indenture. 

This Note may hereafter be entitled to certain Guarantees made for the benefit of the Holders. Reference is made to Article XIII of the
Indenture for terms relating to such Guarantees, including the release, termination and discharge thereof. Neither the Issuer nor any Guarantor shall be required to make any notation on this Note to reflect any Guarantee or any such release,
termination or discharge. 
 The Notes will be redeemable, at the Issuer’s option, in whole or in part, at any time and
from time to time on or after March 1, 2016, and prior to maturity at the applicable redemption price set forth below. Such redemption may be made upon notice mailed by first-class mail to each Holder’s registered address in accordance
with the Indenture. The Issuer may provide in such notice that payment of the redemption price and the performance of the Issuer’s obligations with respect to such redemption may be performed by another Person. Any such redemption and notice
may, in the Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent, including but not limited to the occurrence of a Change of Control. The Notes will be so redeemable at the following redemption prices
(expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, to the relevant Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant
Interest Payment Date), if redeemed during the 12-month period commencing on March 1 of each of the years set forth below: 
  

					
	 Period
	  	Redemption
Price	 
	 2016
	  	 	104.5	% 
	 2017
	  	 	103.0	% 
	 2018
	  	 	101.5	% 
	 2019 and thereafter
	  	 	100.0	% 


  
 B-5









 In addition, at any time and from time to time on or prior to March 1, 2016, the Issuer
at its option may redeem Notes in an aggregate principal amount equal to up to 35% of the original aggregate principal amount of Notes (including the principal amount of any Additional Notes), with funds in an aggregate amount not exceeding the
aggregate proceeds of one or more Equity Offerings, at a redemption price (expressed as a percentage of principal amount thereof) of 106.0%, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date (subject to the right
of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date); provided, however, that an aggregate principal amount of Notes equal to at least 65% of the original aggregate principal
amount of Notes (including the principal amount of any Additional Notes) must remain outstanding after each such redemption. The Issuer may make such redemption upon notice mailed by first-class mail to each Holder’s registered address in
accordance with the Indenture (but in no event more than 180 days after the completion of the related Equity Offering). The Issuer may provide in such notice that payment of the redemption price and performance of the Issuer’s obligations with
respect to such redemption may be performed by another Person. Any such notice may be given prior to the completion of the related Equity Offering, and any such redemption or notice may, at the Issuer’s discretion, be subject to the
satisfaction of one or more conditions precedent, including the completion of the related Equity Offering. 
 At any time prior
to March 1, 2016, Notes may also be redeemed or purchased (by the Issuer or any other Person) in whole or in part, at the Company’s option, at a price equal to 100% of the principal amount thereof plus the Applicable Premium as of, and
accrued but unpaid interest, if any, to, but not including, the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date). Such redemption or purchase may be
made upon notice mailed by first-class mail to each Holder’s registered address in accordance with the Indenture. The Issuer may provide in such notice that payment of the Redemption Price and performance of the Issuer’s obligations with
respect to such redemption or purchase may be performed by another Person. Any such redemption, purchase or notice may, at the Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent, including but not limited to
the occurrence of a Change of Control. 
 [The Notes will be subject to a Special Mandatory Redemption at 100% of the principal
amount of the Notes plus accrued and unpaid interest on the principal amount of the Notes to, but not including, the date of the Special Mandatory Redemption in accordance with the applicable provisions of the Indenture].5 

The Indenture provides that, upon the occurrence after the Issue Date of a Change of Control, each Holder will have the right to require
that the Issuer repurchase all or any part of such Holder’s Notes at a purchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to, but not including, the date of such repurchase (subject to
the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date); provided, however, that the Issuer shall not be obligated to repurchase Notes in the event it has exercised its
right to redeem all the Notes as described above. 
  
  

	5 	 Include paragraph only in Notes issued before Completion Date. 



  
 B-6









 The Notes will not be entitled to the benefit of a sinking fund. 

The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Note or certain restrictive covenants and
certain Events of Default with respect to this Note, in each case upon compliance with certain conditions set forth in the Indenture. 
 If an Event of Default with respect to the Notes shall occur and be continuing, the principal of and accrued but unpaid interest on the Notes may be declared due and payable in the manner and with the
effect provided in the Indenture. 
 The Indenture permits, with certain exceptions as therein provided, the amendment thereof
and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes to be effected under the Indenture at any time by the Issuer and the Trustee with the consent of the Holders of at least a majority in
principal amount of the Notes at the time Outstanding to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Notes at the time Outstanding, on behalf of the Holders of all
Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. 

As provided in and subject to the provisions of the Indenture, the Holder of this Note shall not have the right to institute any
proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to
the Notes, the Holders of not less than 30% in principal amount of the Notes at the time Outstanding shall have made written request to the Trustee to pursue such remedy in respect of such Event of Default as Trustee and offered the Trustee
reasonable security or indemnity against any loss, liability or expense, and the Trustee shall not have received from the Holders of a majority in principal amount of Notes at the time Outstanding a direction inconsistent with such request, and
shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of security or indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any
payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. 
 No
reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and any premium and interest on this Note at the
times, place and rate, and in the coin or currency, herein prescribed. 

  
 B-7









 As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Note is registrable in the Note Register, upon surrender of this Note for registration of transfer at the office or agency of the Issuer in a Place of Payment, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Issuer and the Note Registrar duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Notes of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or transferees. 
 The Notes are issuable only in fully
registered form without coupons in minimum denominations of €100,000 and any integral multiple of €l,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Notes are exchangeable for a
like aggregate principal amount of Notes of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 
 No service charge shall be made for any such registration, transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any transfer tax or other governmental charge payable in
connection therewith. 
 Prior to due presentment of this Note for registration or transfer, the Issuer, any other obligor in
respect of this Note, the Trustee and any agent of the Issuer, such other obligor or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of the
Issuer, any other obligor upon this Note, the Trustee nor any such agent shall be affected by notice to the contrary. 
 No
director, officer, employee, incorporator, equity holder, member or stockholder, as such, of the Issuer, any Subsidiary Guarantor or any Subsidiary of any thereof shall have any liability for any obligation of the Issuer or any Subsidiary Guarantor
under the Indenture, the Notes or any Guarantee, or for any claim based on, in respect of, or by reason of, any such obligation or its creation. Each Holder, by accepting this Note, hereby waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes. 
 THE INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE TRUSTEE, THE ISSUER, 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 THE INDENTURE, THE NOTES OR THE GUARANTEES. 

  
 B-8









 GUARANTEE 
 For value received, the undersigned hereby unconditionally guarantees, as principal obligor and not only as a surety, to the Holder of this Note the cash payments in Euros of principal of, premium, if
any, and interest on this Note (and including Additional Interest payable thereon) in the amounts and at the times when due and interest on the overdue principal, premium, if any, and interest, if any, of this Note, if lawful, and the payment or
performance of all other Obligations of the Issuer under the Indenture (as defined below) or the Note, to the Holder of this Note and the Trustee, all in accordance with and subject to the terms and limitations of this Note, Article XIII of the
Indenture and this Guarantee. This Guarantee will become effective in accordance with Article XIII of the Indenture and its terms shall be evidenced therein. The validity and enforceability of this Guarantee shall not be affected by the fact that it
is not affixed to any particular Note. 
 Capitalized terms used but not defined herein shall have the meanings ascribed to them
in the Indenture, dated as of March 7, 2013, between Avis Budget Finance plc, a public company organized under the laws of Jersey, Channel Islands, the Guarantors from time to time parties thereto (“Guarantors”), Citibank,
N.A., London Branch as paying agent and note registrar, and The Bank of Nova Scotia Trust Company of New York, as Trustee (as amended, supplemented or otherwise modified the “Indenture”). 

THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH GUARANTOR HEREBY AGREES 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 GUARANTEE. 

This Guarantee is subject to release upon the terms set forth in the Indenture. 

  
 B-9










			
	AVIS BUDGET GROUP, INC.
		
	By	 	  

	Name:	 	
	Title:	 	
	
	AVIS BUDGET HOLDINGS, LLC
		
	By	 	  

	Name:	 	
	Title:	 	
	
	AVIS BUDGET CAR RENTAL, LLC
		
	By	 	  

	Name:	 	
	Title:	 	
	
	 AB CAR RENTAL SERVICES, INC.
 ARACS LLC
 AVIS ASIA AND PACIFIC, LLC
 AVIS BUDGET FINANCE, INC.
 AVIS CAR RENTAL GROUP, LLC

AVIS CARIBBEAN, LIMITED
 AVIS ENTERPRISES,
INC.
 AVIS GROUP HOLDINGS, LLC
 AVIS
INTERNATIONAL, LTD.
 AVIS OPERATIONS, LLC
 AVIS RENT A CAR SYSTEM, LLC
 PF CLAIMS MANAGEMENT, LTD.

PR HOLDCO, INC.
 WIZARD CO.,
INC.

		
	By	 	  

	Name:	 	
	Title:	 	



  
 B-10










			
	BGI LEASING, INC.
	BUDGET RENT A CAR SYSTEM, INC.
	BUDGET RENT A CAR LICENSOR, LLC
	BUDGET TRUCK RENTAL LLC
	RUNABOUT, LLC
	WIZARD SERVICES, INC.
		
	By	 	  

	Name:	 	
	Title:	 	



  
 B-11









 [FORM OF CERTIFICATE OF TRANSFER] 

FOR VALUE RECEIVED the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto 

Insert Taxpayer Identification No. 
 (Please
print or typewrite name and address including zip code of assignee) 
  

                         
                                         
       

                         
                                         
       
 the within Note and all rights thereunder, hereby irrevocably constituting and appointing 

 

                         
                                         
       
 attorney to transfer such Note on the books of the Issuer with full power of substitution in the
premises. 
  

							
	 Signature Guarantee:
	 	  
	 		 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any
change whatsoever.

 Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements
of the Note Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note
Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 

  
 B-12









 OPTION OF HOLDER TO ELECT PURCHASE 

If you wish to have this Note purchased by the Issuer pursuant to Section 411 or 415 of the Indenture, check the box:
[    ]. 
 If you wish to have a portion of this Note purchased by the Issuer pursuant to Section 411
or 415 of the Indenture, state the amount (in principal amount) below: 
 $         

Date:                     

Your
Signature:                             
 (Sign exactly as your name appears on the other side of this Note) 
 Signature
Guarantee:                             

Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which
requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in
substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. 

  
 B-13









 SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE 

The following increases or decreases in this Global Note have been made: 

 

									
	 Date of

Exchange
	 	 Amount of decreases

in Principal Amount

of this Global Note
	 	 Amount of increases

in Principal Amount

of this Global Note
	 	 Principal amount of this

Global Note following
 such decreases or
 increases
	 	 Signature of

authorized officer of
 Trustee or Notes
 Custodian

					
		 		 		 		 	
	  
	 	  
	 	  
	 	  
	 	  



  
 B-14









 EXHIBIT C 
 Form of Certificate of Beneficial Ownership 
 On or after
[            ], 20[    ] 
 THE BANK OF NOVA SCOTIA TRUST

 COMPANY OF NEW YORK 
 One Liberty
Plaza 
 23rd Floor 
 New York, NY 10006

 Attention: Corporate Trust Department 
  

			
	Re:	  	 Avis Budget Finance plc (the “Issuer”) 6.00% Senior Notes due
2021
 (the “Notes”)


 Ladies and Gentlemen: 
 This letter relates to €[—] million principal amount of Notes represented by the offshore global note certificate (the “Regulation S Global Note”). Pursuant to Section 313(3) of the Indenture dated as of
March 7, 2013 relating to the Notes (the “Indenture”), we hereby certify that (1) we are the beneficial owner of such principal amount of Notes represented by the Regulation S Global Note and (2) we are either
(i) a Non-U.S. Person to whom the Notes could be transferred in accordance with Rule 903 or 904 of Regulation S (“Regulation S”) promulgated under the Securities Act of 1933, as amended (the “Act”) or
(ii) a U.S. Person who purchased securities in a transaction that did not require registration under the Act. 
 You, the
Issuer and counsel for the Issuer are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the
matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S. 
  

			
	 Very truly yours,

	
	 [Name of Holder]

		
	 By:
	 	  

	Authorized Signature



  
 C-1









 EXHIBIT D 
 Form of Regulation S Certificate 
 Regulation S Certificate

 THE BANK OF NOVA SCOTIA TRUST 

COMPANY OF NEW YORK 
 One Liberty Plaza

 23rd Floor 
 New York, NY 10006

 Attention: Corporate Trust Department 
  

			
	Re:	  	 Avis Budget Finance plc (the “Issuer”) 6.00% Senior Notes due
2021
 (the “Notes”)


 Ladies and Gentlemen: 
 In connection with our proposed sale of €[—] million aggregate principal amount of Notes, we confirm that such sale has been effected pursuant to and in accordance with Regulation S (“Regulation S”) under the Securities Act
of 1933, as amended (the “Securities Act”), and accordingly, we hereby certify as follows: 
 1.
The offer of the Notes was not made to a person in the United States (unless such person or the account held by it for which it is acting is excluded from the definition of “U.S. person” pursuant to Rule 902(k) of Regulation S under the
circumstances described in Rule 902(h)(3) of Regulation S) or specifically targeted at an identifiable group of U.S. citizens abroad. 
 2. Either (a) at the time the buy order was originated, the buyer was outside the United States or we and any person acting on our behalf reasonably believed that the buyer was outside the United
States or (b) the transaction was executed in, on or through the facilities of a designated offshore securities market, and neither we nor any person acting on our behalf knows that the transaction was pre-arranged with a buyer in the United
States. 
 3. No directed selling efforts have been made in the United States in contravention of the
requirements of Rule 903(a)(2) or Rule 904(a)(2) of Regulation S, as applicable. 
 4. The proposed transfer of
Notes is not part of a plan or scheme to evade the registration requirements of the Securities Act. 
 5. If we
are a dealer or a person receiving a selling concession or other fee or remuneration in respect of the Notes, and the proposed transfer takes place before the end of the distribution compliance period under Regulation S, or we are an officer or
director of the Issuer or a distributor, we certify that the proposed transfer is being made in accordance with the provisions of Rules 903 and 904 of Regulation S. 

  
 D-1









 6. If the proposed transfer takes place before the end of the distribution
compliance period under Regulation S, the beneficial interest in the Notes so transferred will be held immediately thereafter through Euroclear (as defined in the Indenture) or Clearstream (as defined in the Indenture). 

7. We have advised the transferee of the transfer restrictions applicable to the Notes. 

You, the Issuer and counsel for the Issuer are entitled to rely upon this Certificate and are irrevocably authorized to produce this
Certificate or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings set forth in Regulation S.

  

			
	Very truly yours,
	
	[NAME of SELLER]
		
	By:	 	  

	Name:	 	
	Title:	 	
	Address:


 Date of this Certificate:             ,
20     

  
 D-2









 EXHIBIT E 
 Form of Supplemental Indenture in Respect of Subsidiary Guarantee 

SUPPLEMENTAL INDENTURE, dated as of
[                    ] (this “Supplemental Indenture”), among [name of Subsidiary Guarantor(s)] (the “Subsidiary
Guarantor(s)”), Avis Budget Finance plc, a public company organized under the laws of Jersey, Channel Islands, (the “Issuer”) which term includes its successors and assigns), each other then existing Guarantor under the
Indenture referred to below (the “Existing Guarantors”), Citibank, N.A., London Branch, as paying agent and note registrar, and The Bank of Nova Scotia Trust Company of New York, as trustee (“the Trustee”) under the
Indenture referred to below. 
 WITNESSETH: 
 WHEREAS, the Issuer, any Existing Guarantors and the Trustee have heretofore become parties to an Indenture, dated as of March 7, 2013 (as amended, supplemented, waived or otherwise modified, the
“Indenture”), providing for the issuance of 6.00% Senior Notes due 2021 of the Issuer (the “Notes”); 
 WHEREAS, Section 1308 of the Indenture provides that Avis Budget Car Rental, LLC (the “Company”), the direct parent company of the Issuer and an Existing Guarantor to the Indenture,
is required to cause the Subsidiary Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which the Subsidiary Guarantors shall guarantee the Subsidiary Guaranteed Obligations pursuant to a Subsidiary Guarantee on the
terms and conditions set forth herein and in Article XIII of the Indenture; 
 WHEREAS, each Subsidiary Guarantor desires to
enter into such supplemental indenture for good and valuable consideration, including substantial economic benefit in that the financial performance and condition of such Subsidiary Guarantor is dependent on the financial performance and condition
of the Company, the obligations hereunder of which such Subsidiary Guarantor has guaranteed, and on such Subsidiary Guarantor’s access to working capital through the Company’s access to revolving credit borrowings under the Senior Credit
Agreement; and 
 WHEREAS, pursuant to Section 901 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 Subsidiary Guarantor(s), the Issuer, the Existing Guarantors and the Trustee mutually covenant and agree for the benefit
of the Holders of the Notes as follows: 
 1. Defined Terms. As used in this Supplemental Indenture, terms defined in the
Indenture or in the preamble or recital 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. 

  
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 2. Agreement to Guarantee. [The] [Each] Subsidiary Guarantor hereby agrees, jointly
and severally with all other 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. [The] [Each] Subsidiary Guarantor’s Subsidiary Guarantee shall terminate and be of no further force or effect, and [the] [each] 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 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 [the] [each] Subsidiary Guarantor’s Subsidiary Guarantee or any provision contained herein or in Article XIII of the Indenture. 
 5. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE TRUSTEE, THE ISSUER, 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 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 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. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture or as to the
accuracy of the recitals to this Supplemental Indenture. 
 7. Counterparts. The parties hereto may sign one or more
copies of this Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement. 
 8.
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. 

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

			
	[NAME OF SUBSIDIARY GUARANTOR(S)],
	as Subsidiary Guarantor
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	AVIS BUDGET GROUP, INC.
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	AVIS BUDGET FINANCE PLC
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	THE BANK OF NOVA SCOTIA TRUST
	 COMPANY OF NEW YORK,

as Trustee

		
	By:	 	  

	Name:	 	
	Title:	 	
	
	 CITIBANK, N.A., LONDON BRANCH,
 as paying agent and note registrar

		
	By:	 	  

	Name:	 	
	Title:	 	



  
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 EXHIBIT F 
 [Form of Certificate from Acquiring Institutional Accredited Investors] 

Certificate from Acquiring Institutional Accredited Investor 
 THE BANK OF NOVA SCOTIA TRUST 
 COMPANY OF NEW YORK 

One Liberty Plaza 
 23rd Floor 

New York, NY 10006 
 Attention: Corporate Trust
Department 
  

			
	 Re:
	 	 Avis Budget Finance plc (the “Issuer”) 6.00% Senior Notes due 2021

(the “Notes”)


 Ladies and Gentlemen: 
 In connection with our proposed sale of €[—] million aggregate principal amount of Notes, we confirm that: 

1. We understand that any subsequent transfer of the Notes is subject to certain restrictions and conditions set forth in
the Indenture dated as of March 7, 2013 relating to the Notes (the “Indenture”) and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes except in compliance with, such restrictions
and conditions and the Securities Act of 1933, as amended (the “Securities Act”). 
 2. We
understand that the Notes have not been registered under the Securities Act or any other applicable securities law, and that the Notes may not be offered, sold or otherwise transferred except as permitted in the following sentence. We agree, on our
own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should offer, sell, transfer, pledge, hypothecate or otherwise dispose of any Notes within two years after the original issuance of the Notes, we will
do so only (A) to the Issuer, (B) inside the United States to a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act, (C) inside the United States to an institutional “accredited
investor” (as defined below) that, prior to such transfer, furnishes to you a signed letter substantially in the form of this letter, (D) outside the United States to a foreign person in compliance with Rule 904 of Regulation S under the
Securities Act, (E) pursuant to the exemption from registration provided by Rule 144 under the Securities Act (if available), or (F) pursuant to an effective registration statement under the Securities Act, and we further agree to provide
to any person purchasing any of the Notes from us a notice advising such purchaser that resales of the Notes are restricted as stated herein and in the Indenture. 

 

  
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 3. We understand that, on any proposed transfer of any Notes prior to the
later of the original issue date of the Notes and the last date the Notes were held by an affiliate of the Issuer pursuant to paragraphs 2(C), 2(D) and 2(E) above, we will be required to furnish to you and the Issuer such certifications, legal
opinions and other information as you and the Issuer may reasonably require to confirm that the proposed transfer complies with the foregoing restrictions. We further understand that the Notes purchased by us will bear a legend to the foregoing
effect. 
 We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or
(7) under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any accounts for which we are acting are
acquiring the Notes for investment purposes and not with a view to, or offer or sale in connection with, any distribution in violation of the Securities Act, and we are each able to bear the economic risk of our or its investment. 

We are acquiring the Notes purchased by us for our own account or for one or more accounts (each of which is an institutional
“accredited investor”) as to each of which we exercise sole investment discretion. 
 You and the Issuer are
entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. 

 

			
	Very truly yours,
	
	(Name of Transferee)
		
	By	 	  

		 	Authorized Signature



  
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