HERTZ GLOBAL HOLDINGS, INC. 60,050,777 Shares Common Stock Underwriting AgreementUnderwriting Agreement • March 18th, 2013 • Clayton Dubilier & Rice Fund VII L P • Services-auto rental & leasing (no drivers) • New York
The stockholders of Hertz Global Holdings, Inc., a Delaware corporation (the “Company”), named in Schedule I hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated herein, to sell to Citigroup Global Markets Inc. and Barclays Capital Inc. (each an “Underwriter” and together, the “Underwriters”) an aggregate of 60,050,777 shares of Common Stock, par value $0.01 per share (“Stock”), of the Company. The aggregate of 60,050,777 shares to be sold by the Selling Stockholders is herein called the “Shares.”
Reference is made to the Amended and Restated Stockholders Agreement, dated November 20, 2006, (the “Stockholders Agreement”), among Hertz Global Holdings, Inc. (the “Company”) and the stockholders of the Company listed on the signature pages thereto....Clayton Dubilier & Rice Fund VII L P • March 18th, 2013 • Services-auto rental & leasing (no drivers)
This letter (which may be delivered to you in one or more counterparts) will confirm on behalf of the Stockholders identified in the signature pages hereto, that, from and after the date hereof and notwithstanding anything to the contrary in the Stockholders Agreement, for so long as the Stockholders named in Annex A hereto collectively hold less than 2.5% of the Shares of the Company, each of the undersigned Stockholders waives the provisions of Section 2.4 of the Stockholders Agreement as they apply to Merrill Lynch Ventures L.P. 2001 and CMC-Hertz Partners, L.P., and each of the undersigned Stockholders acknowledges that the provisions of Section 2.4 of the Stockholders Agreement shall cease to be binding upon Merrill Lynch Ventures L.P. 2001 and CMC-Hertz Partners, L.P.
Joint Filing AgreementJoint Filing Agreement • March 18th, 2013 • Clayton Dubilier & Rice Fund VII L P • Services-auto rental & leasing (no drivers)
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Amendment No. 3 to the Statement on Schedule 13D, and any subsequent amendments thereto, to which this exhibit is attached is filed on behalf of each of them in the capacities set forth below.
