The Hertz Corporation $500,000,000 7.375% Senior Notes due 2021 Exchange and Registration Rights AgreementHertz Global Holdings Inc • February 25th, 2011 • Services-auto rental & leasing (no drivers) • New York
The Hertz Corporation, a Delaware corporation (the “Company”), proposes to issue and sell upon the terms set forth in the Purchase Agreement (as defined herein) to the initial purchasers named in Schedule I to the Purchase Agreement (collectively, the “Initial Purchasers”) for whom J.P. Morgan Securities LLC (the “Representative”) is acting as representative, an aggregate of $500 million principal amount of the Company’s 7.375% Senior Notes due 2021 (the “Notes”). The Notes will be guaranteed (the “Guarantees”) at the Closing Date (as defined below) on a senior unsecured basis by each domestic subsidiary of the Company named in Schedule II to the Purchase Agreement (the “Guarantors”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Initial Purchasers thereunder, the Company agrees with the Initial Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Sec
THE HERTZ CORPORATION as Issuer and the Subsidiary Guarantors from time to time parties hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION as TrusteeHertz Global Holdings Inc • February 25th, 2011 • Services-auto rental & leasing (no drivers) • New York
AMENDED AND RESTATED SERIES 2009-1 NOTE PURCHASE AGREEMENTNote Purchase Agreement • February 25th, 2011 • Hertz Global Holdings Inc • Services-auto rental & leasing (no drivers) • New York
THIS AMENDED AND RESTATED SERIES 2009-1 NOTE PURCHASE AGREEMENT, dated as of December 16, 2010 (as amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is made among HERTZ VEHICLE FINANCING LLC, a Delaware limited liability company (“HVF”), THE HERTZ CORPORATION, a Delaware corporation (“Hertz” or, in its capacity as administrator hereunder, the “Administrator”), the several commercial paper conduits listed on Schedule I and their respective permitted successors and assigns (the “Conduit Investors”; each, individually, a “Conduit Investor”), the several financial institutions that serve as committed note purchasers set forth on Schedule I hereto and the other financial institutions parties hereto pursuant to Section 9.17 (each a “Committed Note Purchaser”), the financial institution set forth opposite the name of each Conduit Investor, or if there is no Conduit Investor with respect to any Investor Group, the Co
SERIES 2010-2 NOTE PURCHASE AGREEMENT (SERIES 2010-2 VARIABLE FUNDING RENTAL CAR ASSET BACKED NOTES) dated as of December 16, 2010, among HERTZ VEHICLE FINANCING LLC, THE HERTZ CORPORATION, as Administrator, CERTAIN CONDUIT INVESTORS, each as a...Series 2010-2 Note Purchase Agreement • February 25th, 2011 • Hertz Global Holdings Inc • Services-auto rental & leasing (no drivers) • New York
THIS SERIES 2010-2 NOTE PURCHASE AGREEMENT, dated as of December 16, 2010 (as amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is made among HERTZ VEHICLE FINANCING LLC, a Delaware limited liability company (“HVF”), THE HERTZ CORPORATION, a Delaware corporation (“Hertz” or, in its capacity as administrator hereunder, the “Administrator”), the several commercial paper conduits listed on Schedule I and their respective permitted successors and assigns (the “Conduit Investors”; each, individually, a “Conduit Investor”), the several financial institutions that serve as committed note purchasers set forth on Schedule I hereto and the other financial institutions parties hereto pursuant to Section 9.17 (each a “Committed Note Purchaser”), the financial institution set forth opposite the name of each Conduit Investor, or if there is no Conduit Investor with respect to any Investor Group, the Committed Note Purchase
ContractCollateral Agency Agreement • February 25th, 2011 • Hertz Global Holdings Inc • Services-auto rental & leasing (no drivers) • New York
AMENDMENT NO. 1 (this “Amendment”) dated as of December 21, 2010, to the THIRD AMENDED AND RESTATED COLLATERAL AGENCY AGREEMENT, dated as of September 18, 2009 (the “Collateral Agency Agreement”), among THE HERTZ CORPORATION, a Delaware corporation (“Hertz”), in its capacity as secured party (the “Hertz Secured Party”) and in its capacity as servicer (the “Servicer”), HERTZ VEHICLE FINANCING LLC, a special purpose limited liability company established under the laws of Delaware (“HVF”), in its capacity as grantor (the “HVF Grantor”), HERTZ GENERAL INTEREST LLC, a Delaware limited liability company (“HGI”), in its capacity as grantor (the “HGI Grantor” and, together with the HVF Grantor, the “Grantors”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association (“BNYM”), as a secured party (the “Trustee Secured Party” and, together with the Hertz Secured Party, the “Secured Parties”) in its capacity as trustee (the “Trustee”) and as the collateral agent (the “Co
ContractPurchase Agreement • February 25th, 2011 • Hertz Global Holdings Inc • Services-auto rental & leasing (no drivers) • New York
AMENDMENT NO. 1 (this “Amendment”), dated as of December 21, 2010, to the SECOND AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT, dated as of September 18, 2009 (the “Purchase Agreement”), among THE HERTZ CORPORATION, a Delaware corporation (“Hertz”), HERTZ VEHICLE FINANCING LLC, a special purpose limited liability company established under the laws of Delaware (“HVF”), and HERTZ GENERAL INTEREST LLC, a Delaware limited liability company (“HGI”).
AMENDED AND RESTATED SERIES 2009-1 SUPPLEMENT dated as of December 16, 2010 to THIRD AMENDED AND RESTATED BASE INDENTURE dated as of September 18, 2009Hertz Global Holdings Inc • February 25th, 2011 • Services-auto rental & leasing (no drivers) • New York
AMENDED AND RESTATED SERIES 2009-1 SUPPLEMENT dated as of December 16, 2010 (“Series Supplement”) between HERTZ VEHICLE FINANCING LLC, a special purpose limited liability company established under the laws of Delaware (“HVF”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (together with its successors in trust thereunder as provided in the Base Indenture referred to below, the “Trustee”), and as securities intermediary (in such capacity, the “Securities Intermediary”), to the Third Amended and Restated Base Indenture, dated as of September 18, 2009, between HVF and the Trustee (as amended, modified or supplemented from time to time, exclusive of Series Supplements, the “Base Indenture”).
ContractLease and Servicing Agreement • February 25th, 2011 • Hertz Global Holdings Inc • Services-auto rental & leasing (no drivers) • New York
AMENDMENT NO. 1 (this “Amendment”) dated as of December 21, 2010, to the THIRD AMENDED AND RESTATED MASTER MOTOR VEHICLE OPERATING LEASE AND SERVICING AGREEMENT, dated as of September 18, 2009 (the “HVF Lease”), between THE HERTZ CORPORATION, a Delaware corporation (“Hertz”), in its capacity as lessee (the “Lessee”) and in its capacity as servicer (the “Servicer”), and HERTZ VEHICLE FINANCING LLC, a special purpose limited liability company established under the laws of Delaware (“HVF”), in its capacity as lessor (the “Lessor”).
SERIES 2010-2 SUPPLEMENT dated as of December 16, 2010 to THIRD AMENDED AND RESTATED BASE INDENTURE dated as of September 18, 2009Hertz Global Holdings Inc • February 25th, 2011 • Services-auto rental & leasing (no drivers) • New York
SERIES 2010-2 SUPPLEMENT dated as of December 16, 2010 (“Series Supplement”) between HERTZ VEHICLE FINANCING LLC, a special purpose limited liability company established under the laws of Delaware (“HVF”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (formerly known as the Bank of New York Trust Company, N.A.), a national banking association, as trustee (together with its successors in trust thereunder as provided in the Base Indenture referred to below, the “Trustee”), and as securities intermediary (in such capacity, the “Securities Intermediary”), to the Third Amended and Restated Base Indenture, dated as of September 18, 2009, between HVF and the Trustee (as amended, modified or supplemented from time to time, exclusive of Series Supplements, the “Base Indenture”).
ContractSupplemental Indenture • February 25th, 2011 • Hertz Global Holdings Inc • Services-auto rental & leasing (no drivers) • New York
SUPPLEMENTAL INDENTURE NO. 1 (this “Amendment”) dated as of December 21, 2010, to the THIRD AMENDED AND RESTATED BASE INDENTURE, dated as of September 18, 2009 (as amended, modified or supplemented as of the date hereof, exclusive of Series Supplements, “Base Indenture”), among HERTZ VEHICLE FINANCING LLC, a special purpose limited liability company established under the laws of Delaware (“HVF”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, in its capacity as trustee (the “Trustee”).
