AMENDMENT NO. 1 TO RIGHTS AGREEMENT
Amendment No. 1, dated as of May 20, 2020 (this Amendment), to Rights Agreement, dated as of January 27, 2020 (the Rights Agreement), between Avis Budget Group, Inc., a Delaware corporation (the Company), and Computershare Inc., a Delaware corporation (the Rights Agent).
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company, acting at the direction of the Board of Directors, or a duly authorized committee of the Board of Directors, may from time to time, and the Rights Agent shall if the Company so directs in writing, supplement or amend the Rights Agreement without the approval of any holders of Right Certificates in order to cure any ambiguity, make any change to or delete any provision thereof or to adopt any other provisions with respect to the Rights which the Company may deem necessary or desirable; provided, that, from and after such time as any Person becomes an Acquiring Person, the Rights Agreement shall not be amended or supplemented in any manner which would adversely affect the interests of the holders of Rights (other than an Acquiring Person and its Affiliates and Associates); and
WHEREAS, the parties hereto desire to amend the Rights Agreement to advance the Final Expiration Date of the Rights to May 22, 2020.
NOW, THEREFORE, the parties hereto agree as follows:
1. The definition of Final Expiration Date set forth in Section 1.21 of the Rights Agreement is hereby amended and restated in its entirety as follows:
Final Expiration Date means the Close of Business on May 22, 2020.
2. Exhibit B to the Rights Agreement shall be deemed amended in a manner consistent with this Amendment.
3. Capitalized terms used without other definition in this Amendment are used as defined in the Rights Agreement.
4. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State; provided, that all provisions regarding the rights, duties, liabilities and obligations of the Rights Agent shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within the State of New York.
5. The Rights Agreement will not otherwise be supplemented or amended by virtue of this Amendment, but will remain in full force and effect.