FOURTH AMENDED AND RESTATED MASTER EXCHANGE AGREEMENT dated as of June 30, 2016 among THE HERTZ CORPORATION, as a Legal Entity and Exchangor, HERTZ VEHICLE FINANCING LLC, as a Legal Entity and Exchangor, HERTZ GENERAL INTEREST LLC, as a Legal Entity...Master Exchange Agreement • July 7th, 2016 • Hertz Global Holdings, Inc • Services-auto rental & leasing (no drivers) • New York
This FOURTH AMENDED AND RESTATED MASTER EXCHANGE AGREEMENT (as may be amended, restated or otherwise modified in accordance with the terms hereof, this “Agreement”) is entered into as of June 30, 2016, by and among, HERTZ CAR EXCHANGE INC., a Delaware corporation (the “QI”), DB SERVICES AMERICAS, INC., a Delaware limited liability company (“DB Services”), THE HERTZ CORPORATION, a Delaware corporation (“Hertz”), HERTZ VEHICLE FINANCING LLC, a Delaware limited liability company (“HVF”), HERTZ GENERAL INTEREST LLC, a Delaware limited liability company (“HGI”) and HERTZ CAR SALES LLC (“HCS”), a Delaware limited liability company.
CREDIT AGREEMENT Among THE HERTZ CORPORATION, THE SUBSIDIARY BORROWERS PARTY HERETO, as Borrowers, THE SEVERAL LENDERS FROM TIME TO TIME PARTIES HERETO, BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent, CREDIT AGRICOLE CORPORATE AND...Credit Agreement • July 7th, 2016 • Hertz Global Holdings, Inc • Services-auto rental & leasing (no drivers) • New York
CREDIT AGREEMENT, dated as of June 30, 2016 among THE HERTZ CORPORATION, a Delaware corporation (together with its successors and assigns, the “Parent Borrower”), the Subsidiary Borrowers (as hereinafter defined) from time to time party hereto (together with the Parent Borrower, the “Borrowers” and each individually, 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”) and Barclays Bank PLC (“Barclays”), as administrative agent and collateral agent for the Lenders hereunder (in such capacities, respectively, and as further defined in Section 1.1, the “Administrative Agent” and the “Collateral Agent”); with Credit Agricole Corporate and Investment Bank, as syndication agent (in such capacity, the “Syndication Agent”), and Bank of America, N.A., Bank of Montreal, BNP Paribas, Citibank, N.A., Goldman Sachs Bank USA, JPMorgan Chase Bank, N.A. and Royal Bank of Canada, each as a co-do
REGISTRATION RIGHTS AGREEMENT BY AND AMONG HERTZ GLOBAL HOLDINGS, INC. AND THE PERSONS LISTED ON THE SIGNATURE PAGES HEREOF DATED AS OF JUNE 30, 2016Registration Rights Agreement • July 7th, 2016 • Hertz Global Holdings, Inc • Services-auto rental & leasing (no drivers) • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 30, 2016, by and among Hertz Global Holdings, Inc. (“Hertz”) and the Holders (as hereinafter defined) of Registrable Securities (as hereinafter defined), including any Additional Holders (as hereinafter defined) who subsequently become parties to this Agreement in accordance with the terms of this Agreement.
GUARANTEE AND COLLATERAL AGREEMENT made by RENTAL CAR INTERMEDIATE HOLDINGS, LLC, THE HERTZ CORPORATION and certain of its Subsidiaries in favor of BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent Dated as of June 30, 2016Guarantee and Collateral Agreement • July 7th, 2016 • Hertz Global Holdings, Inc • Services-auto rental & leasing (no drivers) • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of June 30, 2016, made by RENTAL CAR INTERMEDIATE HOLDINGS, LLC, a Delaware limited liability company (together with its successors and assigns, “Holdings”), THE HERTZ CORPORATION, a Delaware corporation (in its specific capacity as Parent Borrower, together with its successors and assigns, the “Parent Borrower”) and certain of its Subsidiaries from time to time party hereto, in favor of BARCLAYS BANK PLC, as collateral agent (in such capacity, and together with its successors and assigns in such capacity, the “Collateral Agent”) and administrative agent (in such capacity, and together with its successors and assigns in such capacity, the “Administrative Agent”) for the Secured Parties (as such term is defined herein).
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • July 7th, 2016 • Hertz Global Holdings, Inc • Services-auto rental & leasing (no drivers) • Delaware
This letter agreement (this “Agreement”) shall become effective upon the earlier of the appointment of any Icahn Designee to the Board of Directors (the “Board”) of Hertz Global Holdings, Inc. (formerly known as Hertz Rental Car Holding Company, Inc. and referred to in this Agreement as the “Company”) or the completion of the spin-off of the Company as a separate, publicly-traded corporation. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings given to such terms in the Nomination and Standstill Agreement (the “Nomination Agreement”), dated as of September 15, 2014, among Hertz Global Holdings, Inc. and the Icahn Group. The Company understands and agrees that, subject to the terms of, and in accordance with, this Agreement, an Icahn Designee may, if and to the extent he or she desires to do so, disclose information he or she obtains while serving as a member of the Board to you and your Representatives (as hereinafter defined), and may discuss suc
FOURTH AMENDED AND RESTATED ESCROW AGREEMENTEscrow Agreement • July 7th, 2016 • Hertz Global Holdings, Inc • Services-auto rental & leasing (no drivers) • New York
This FOURTH AMENDED AND RESTATED ESCROW AGREEMENT (as amended, modified or supplemented from time to time in accordance with the provisions hereof, this “Escrow Agreement”) is entered into as of June 30, 2016, by and among, HERTZ CAR EXCHANGE INC., a Delaware corporation (the “QI”), Deutsche Bank Trust Company Americas, as the escrow agent (the “Escrow Agent”), THE HERTZ CORPORATION, a Delaware corporation (“Hertz”), HERTZ VEHICLE FINANCING LLC, a Delaware limited liability company (“HVF”), HERTZ GENERAL INTEREST LLC, a Delaware limited liability company (“HGI”) and HERTZ CAR SALES LLC, a Delaware limited liability company (“HCS”).
TRANSITION SERVICES AGREEMENT between HERTZ GLOBAL HOLDINGS, INC. and HERC HOLDINGS INC. Dated as of June 30, 2016Transition Services Agreement • July 7th, 2016 • Hertz Global Holdings, Inc • Services-auto rental & leasing (no drivers) • New York
TRANSITION SERVICES AGREEMENT (this “Transition Services Agreement”), dated as of June 30, 2016 (the “Effective Date”), 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”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Separation Agreement (as defined below).
