CREDIT AGREEMENT Among HERC RENTALS INC. (f/k/a HERTZ EQUIPMENT RENTAL CORPORATION), THE CANADIAN BORROWERS PARTIES HERETO, THE SEVERAL LENDERS FROM TIME TO TIME PARTIES HERETO, CITIBANK, N.A., as Administrative Agent and as Collateral Agent,...Credit Agreement • July 6th, 2016 • Herc Holdings Inc • Services-auto rental & leasing (no drivers) • New York
CREDIT AGREEMENT, dated as of June 30, 2016, among HERC RENTALS INC., a Delaware corporation formerly known as HERTZ EQUIPMENT RENTAL CORPORATION (together with its successors and assigns, as further defined in Section 1.1, the “Parent Borrower”), the U.S. Subsidiary Borrowers (as hereinafter defined) from time to time party thereto, the Canadian Borrowers (as hereinafter defined) from time to time party hereto (the Canadian Borrowers together with the Parent Borrower and the U.S. Subsidiary Borrowers, being collectively referred to herein as the “Borrowers” and each being individually referred to as a “Borrower”), the several banks and other financial institutions from time to time parties to this Agreement (as further defined in Section 1.1, the “Lenders”), CITIBANK, N.A., as administrative agent and collateral agent for the Lenders hereunder (in such respective capacities, the “Administrative Agent” and the “Collateral Agent”), CITIBANK, N.A., as Canadian agent and as Canadian colla
U.S. GUARANTEE AND COLLATERAL AGREEMENT made by HERC INTERMEDIATE HOLDINGS, LLC, HERC RENTALS INC. (f/k/a Hertz Equipment Rental Corporation) and certain of its Subsidiaries, in favor of CITIBANK, N.A., as Administrative Agent and Collateral Agent...Guarantee and Collateral Agreement • July 6th, 2016 • Herc Holdings Inc • Services-auto rental & leasing (no drivers) • New York
WHEREAS, pursuant to that certain Credit Agreement, dated as of the date hereof (as amended, amended and restated, waived, supplemented or otherwise modified from time to time, together with any agreement extending the maturity of, or restructuring, refunding, refinancing or increasing the Indebtedness under such agreement or successor agreements, the “Credit Agreement”), among the Parent Borrower, the U.S. Subsidiary Borrowers from time to time party thereto (together with the Parent Borrower, the “U.S. Borrowers”), Matthews Equipment Limited, Western Shut-Down (1995) Limited and Hertz Canada Equipment Rental Partnership (the “Canadian Borrowers” and, together with the U.S. Borrowers, the “Borrowers”), Citibank, N.A, as Collateral Agent and Administrative Agent, Citibank, N.A., as Canadian agent (in such capacity, the “Canadian Agent”), and the other parties party thereto, the Lenders have severally agreed to make extensions of credit to the Borrowers upon the terms and subject to the
TAX MATTERS AGREEMENT by and among Herc Holdings Inc., The Hertz Corporation, Herc Rentals Inc. and Hertz Global Holdings, Inc.Tax Matters Agreement • July 6th, 2016 • Herc Holdings Inc • Services-auto rental & leasing (no drivers) • New York
THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of June 30, 2016, is by and between Herc Holdings Inc. (f/k/a Hertz Global Holdings, Inc.), a Delaware corporation (“HERC Parent”), The Hertz Corporation, a Delaware corporation (“THC”), Herc Rentals Inc. (f/k/a Hertz Equipment Rental Corporation), a Delaware corporation (“HERC”) and Hertz Global Holdings, Inc. (f/k/a Hertz Rental Car Holding Company, Inc.), a Delaware corporation (“RAC Parent”). Each of HERC Parent, THC, HERC and RAC Parent is sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
CANADIAN GUARANTEE AND COLLATERAL AGREEMENT made by MATTHEWS EQUIPMENT LIMITED and WESTERN SHUT-DOWN (1995) LIMITED and HERTZ CANADA EQUIPMENT RENTAL PARTNERSHIP and 3222434 NOVA SCOTIA COMPANY and certain of their Subsidiaries from time to time, in...Canadian Guarantee and Collateral Agreement • July 6th, 2016 • Herc Holdings Inc • Services-auto rental & leasing (no drivers) • Ontario
CANADIAN GUARANTEE AND COLLATERAL AGREEMENT, dated as of June 30, 2016, made by MATTHEWS EQUIPMENT LIMITED, an Ontario corporation (“Matthews”), WESTERN SHUT-DOWN (1995) Limited, an Ontario corporation (“Western”), HERTZ CANADA EQUIPMENT RENTAL PARTNERSHIP, an Ontario general partnership (“HCEP”), 3222434 NOVA SCOTIA COMPANY, a Nova Scotia unlimited company (“NSULC”) and certain of their Subsidiaries from time to time in favour of CITIBANK, N.A., as Canadian collateral agent (in such capacity, and together with its successors and assigns in such capacity, the “Canadian Collateral Agent”) and as Canadian administrative agent (in such capacity, and together with its successors and assigns in such capacity, the “Canadian Agent”) for the Secured Parties (as such term in defined herein).
EMPLOYEE MATTERS AGREEMENT by and between HERTZ GLOBAL HOLDINGS, INC. and HERC HOLDINGS INC. Dated as of June 30, 2016Employee Matters Agreement • July 6th, 2016 • Herc Holdings Inc • Services-auto rental & leasing (no drivers) • New York
THIS EMPLOYEE MATTERS AGREEMENT (this “Agreement”), is entered into as of June 30, 2016 by and between Hertz Global Holdings, Inc., a Delaware corporation (f/k/a Hertz Rental Car Holdings Company, Inc., “New Hertz Holdings”), and Herc Holdings Inc., a Delaware corporation (f/k/a Hertz Global Holdings, Inc., “HERC Holdings”) (each a “Party” and together, the “Parties”).
SEPARATION AND DISTRIBUTION AGREEMENT between HERTZ GLOBAL HOLDINGS, INC. and HERC HOLDINGS INC. Dated as of June 30, 2016Separation and Distribution Agreement • July 6th, 2016 • Herc Holdings Inc • Services-auto rental & leasing (no drivers) • New York
SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of June 30, 2016, between Hertz Global Holdings, Inc., a Delaware corporation (f/k/a Hertz Rental Car Holding Company, Inc., “New Hertz Holdings”), and Herc Holdings Inc., a Delaware corporation (f/k/a Hertz Global Holdings, Inc., “HERC Holdings”).
INTELLECTUAL PROPERTY AGREEMENTIntellectual Property Agreement • July 6th, 2016 • Herc Holdings Inc • Services-auto rental & leasing (no drivers) • New York
This INTELLECTUAL PROPERTY AGREEMENT (this “Agreement” or “IPA”), effective as of this 30th day of June 2016 (the “Effective Date”) among THE HERTZ CORPORATION, a Delaware corporation, with an address of 8501 Williams Road, Estero, Florida 33928 (hereinafter “THC”); HERTZ SYSTEM, INC., a Delaware corporation, with an address of 8501 Williams Road, Estero, Florida 33928, United States of America (hereinafter “HSI”) and HERC RENTALS INC., a Delaware corporation, with an address of 27500 Riverview Center Blvd., Bonita Springs, Florida 34134, United States of America (hereinafter “HERC”) (hereinafter referred to collectively as the “Parties” and individually as a “Party”).
COLLATERAL AGREEMENT made by HERC RENTALS INC. (f/k/a Hertz Equipment Rental Corporation) and certain of its Subsidiaries, in favor of WILMINGTON TRUST, NATIONAL ASSOCIATION, as Note Collateral Agent Dated as of June 30, 2016Collateral Agreement • July 6th, 2016 • Herc Holdings Inc • Services-auto rental & leasing (no drivers) • New York
COLLATERAL AGREEMENT, dated as of June 30, 2016, made by HERC RENTALS INC., a Delaware corporation formerly known as Hertz Equipment Rental Corporation (together with its successors and assigns, the “Company”) and certain of its Subsidiaries in favor of WILMINGTON TRUST, NATIONAL ASSOCIATION, as note collateral agent (in such capacity, and together with its successors and assigns in such capacity, the “Note Collateral Agent”) for the Secured Parties (as such term in defined herein).
SUPPLEMENTAL INDENTURE JOINING SUCCESSOR COMPANY HERC RENTALS INC. As Issuer and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee and Note Collateral AgentIndenture • July 6th, 2016 • Herc Holdings Inc • Services-auto rental & leasing (no drivers) • New York
THIRD SUPPLEMENTAL INDENTURE, dated as of June 29, 2016 (this “Supplemental Indenture”), among Herc Rentals Inc. (together with its successors and assigns, the “Company”), as issuer, and Wilmington Trust, National Association, as Trustee and Note Collateral Agent under the Indenture referred to below.
