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AMENDMENT NO. 1
Dated as of February 14, 2001
TO
AGREEMENT AND PLAN OF MERGER
by and among
FORD MOTOR COMPANY,
FORD FSG, INC.,
FORD FSG II, INC.
and
THE HERTZ CORPORATION
Dated as of January 16, 2001
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AMENDMENT No. 1 dated as of February 14, 2001 to AGREEMENT AND PLAN OF
MERGER, dated as of January 16, 2001 (this "Agreement"), by and among Ford
Motor Company, a Delaware corporation ("Ford"), Ford FSG, Inc., a Delaware
corporation ("Parent"), Ford FSG II, Inc., a Delaware corporation ("FSG II"),
and The Hertz Corporation, a Delaware corporation (the "Company").
W I T N E S S E T H
WHEREAS, the parties to the Agreement desire to amend its terms to provide
that Ford or Parent will reimburse the Company for certain of the expenses
incurred by the Company in connection with the Agreement and the transactions
contemplated by the Agreement; and
WHEREAS, Capitalized terms used herein and not otherwise defined shall
have the meanings ascribed to them in the Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements herein contained, and intending to be legally bound hereby,
Ford, Parent, FSG II and the Company hereby agree as follows:
Section 1. Section 9.05 of the Agreement shall be amended by adding the
following two sentences to the end of the section:
Notwithstanding the foregoing, Ford shall, or shall cause Parent
to, reimburse the Company, up to the maximum amount of
$5,915,000, for Expenses incurred by the Company for counsel,
investment bankers and printers. Such reimbursement shall be made
within 30 days following the submission to Ford by the Company of
evidence (reasonably satisfactory to Ford) of the Company's
payment of such fees and expenses.
Section 2. Except as amended hereby, the Agreement remains unchanged and
in full force and effect.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment
No. 1 to the Agreement to be executed as of the date written above by its
respective officers thereunto duly authorized.
FORD MOTOR COMPANY
By: /s/ Xxxxx Xxxxxx, Xx.
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Name: Xxxxx Xxxxxx, Xx.
Title: Assistant Secretary
FORD FSG, INC.
By: /s/ Xxxxx Xxxxxx, Xx.
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Name: Xxxxx Xxxxxx, Xx.
Title: Assistant Secretary
FORD FSG II, INC.
By: /s/ Xxxxx Xxxxxx, Xx.
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Name: Xxxxx Xxxxxx, Xx.
Title: Secretary
THE HERTZ CORPORATION
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
Title: President and Chief
Executive Officer
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