EXTENSION OF WAIVER AND CONSENT

Exhibit 10.5

Execution Version

EXTENSION OF WAIVER AND CONSENT

EXTENSION OF WAIVER AND CONSENT under the Credit Agreement referred to below, dated as of June 12, 2014 (this “Consent Extension”), among THE HERTZ CORPORATION, a Delaware corporation (together with its successors and assigns, the “Parent Borrower”), HERTZ EQUIPMENT RENTAL CORPORATION (“HERC”), the Canadian Borrowers (as defined in the Credit Agreement) parties hereto, the several banks and financial institutions parties hereto as Lenders, the Administrative Agent (as defined below) and the Canadian Agent (as defined below).

RECITALS

WHEREAS, each of the Parent Borrower, HERC and the Canadian Borrowers is party to that certain Credit Agreement, dated as of March 11, 2011 (as amended, amended and restated, supplemented or otherwise modified (including pursuant to the Waiver and Consent referred to below) from time to time, the “Credit Agreement”), among the Parent Borrower, HERC, the Canadian Borrowers, the several banks and other financial institutions from time to time parties thereto (the “Lenders”), DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent and collateral agent for the Lenders (in such capacity, the “Administrative Agent”), DEUTSCHE BANK AG CANADA BRANCH, as Canadian agent and Canadian collateral agent for the Lenders (in such capacity, the “Canadian Agent”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, as co-collateral agent for the Lenders and the other parties thereto;

WHEREAS, each of the Parent Borrower, HERC, the Canadian Borrowers, the Administrative Agent and the Canadian Agent is party to that certain Waiver and Consent, dated as of May 16, 2014 (the “Waiver and Consent”) pursuant to which the Lenders consented to extend the date for delivery of the March 2014 Quarterly Financial Statements (as defined therein) and certain other information to the Extended Delivery Date (as defined therein) and granted the waivers specified therein until the Extended Delivery Date;

WHEREAS, the Parent Borrower has requested that the Lenders consent to extend the Extended Delivery Date specified in the Waiver and Consent, including for delivery of financial and other information for the second fiscal quarter of 2014;

WHEREAS, the Parent Borrower has concluded that the financial statements of the Parent Borrower and its consolidated subsidiaries for the fiscal year 2011 must be restated;

NOW, THEREFORE, in consideration of the covenants and agreements contained herein, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Defined Terms.  Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Waiver and Consent or in the Credit Agreement, as applicable.

Section 2. Extension of Waiver and Consent.

(a) The Lenders hereby (i) agree to amend the Waiver and Consent by deleting the phrase “June 15, 2014” in Section 2(a) of the Waiver and Consent and substituting therefor the phrase “November 14, 2014” and (ii) agree that each reference to the “Extended Delivery Date” in the Waiver and Consent and in this Section 2 shall be construed to be a reference to the date November 14, 2014, including without limitation for purposes of the waivers set forth in Sections 2(b) and 2(c) of the Waiver and Consent, and the agreement and acknowledgement set forth in Section 2(d) of the Waiver and Consent.

(b) The Lenders hereby agree to amend the Waiver and Consent by:

(i) deleting the phrase “fiscal quarter ended March 31, 2014” in Section 2(a) of the Waiver and Consent and substituting therefor the phrase “fiscal quarters ended March 31, 2014 and June 30, 2014”,

(ii) deleting the phrase “March 2014” each time such phrase appears in Sections 2(a) and 2(b) and in the recitals of the Waiver and Consent,

(iii) deleting the phrase “for the fiscal quarter ended March 31, 2014” and substituting therefor the phrase “for the fiscal quarters ended March 31, 2014 and June 30, 2014” in subclause (ii) of Section 2(b) of the Waiver and Consent,

(iv) inserting the phrase “, provided that this subclause (ii) shall not be applicable with respect to Indebtedness (x) in respect of which a Default Notice has been given to commence a grace period that will lapse prior to the Extended Delivery Date or to declare an occurrence of an event of default before notice of Acceleration may be delivered or (y) that has become due prior to its stated maturity,” after the phrase “any other Indebtedness” at the end of subclause (ii) of Section 2(b) of the Waiver and Consent,

(v) deleting the phrase “until the Extended Delivery Date” in the first sentence of Section 2(c) of the Waiver and Consent and substituting therefor the phrase “until the earlier of the Extended Delivery Date and the 15th day following the first date on which all Quarterly Financial Statements have been delivered (such earlier date, the “Extension Date”)”,

(vi) deleting the phrase “Extended Delivery Date” each time such phrase appears in the second sentence of Section 2(c) of the Waiver and Consent and substituting therefor the phrase “Extension Date”,

(vii) inserting the phrase “(provided that this subclause (iv) shall not be applicable with respect to Indebtedness (x) in respect of which a Default Notice has been given to commence a grace period that will lapse prior to the Extension Date or to declare an occurrence of an event of default before notice of Acceleration may be delivered or (y) that has become due prior to its stated maturity,” after the phrase “Section 9(e) of Credit Agreement)” in subclause (iv) of Section 2(c) of the Waiver and Consent, and

(viii) by amending and restating Section 2(d) of the Waiver and Consent as

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follows:

“Until the Extension Date, each Lender shall continue to honor notices for Borrowing and L/C Requests delivered in compliance with the Credit Agreement notwithstanding the occurrence or continuation of the events described in this Section 2, except that until the earlier of the Extended Delivery Date and (i) on or prior to August 21, 2014, the date of delivery of the Quarterly Financial Statements for the fiscal quarter ended March 31, 2014 and (ii) after August 21, 2014, the date of delivery of both Quarterly Financial Statements for the fiscal quarter ended March 31, 2014 and the fiscal quarter ended June 30, 2014, no Borrower shall knowingly request, and no Lender shall be required to make, any Extension of Credit if, on the date such Extension of Credit is required to be made, a Liquidity Event has occurred and is continuing or would exist immediately after giving effect to the making of such Extension of Credit.  No Loan Party shall be required to deliver any notice pursuant to Section 7.7 of the Credit Agreement or otherwise in connection with the occurrence or continuation of the events described in this Section 2.”

Section 3. Conditions to Effectiveness of Consent Extension. This Consent Extension shall become effective on the date (such date, if any, the “Consent Effective Date”) the Administrative Agent shall have received this Consent Extension executed and delivered by a duly authorized officer of the Parent Borrower and the requisite Lenders set forth in Section 11.1 of the Credit Agreement.  The Administrative Agent shall give prompt notice in writing to the Parent Borrower of the occurrence of the Consent Effective Date.

Section 4. Effects on Loan Documents; Acknowledgement.

(a) Except as expressly modified hereby, the Waiver and Consent shall continue in effect in accordance with its terms.  Except as expressly set forth herein and in the Waiver and Consent as modified hereby, this Consent Extension (i) shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent, the Collateral Agent or the Loan Parties under the Credit Agreement or any other Loan Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or any other Loan Document.  Each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement or any other Loan Document is hereby ratified and re-affirmed in all respects and shall continue in full force and effect as modified by this Consent Extension and the Waiver and Consent and nothing herein can or may be construed as a novation thereof.  Each Loan Party reaffirms on the Consent Effective Date its obligations under the Loan Documents to which it is party and the validity, enforceability and perfection of the Liens granted by it pursuant to the Security Documents.  This Consent Extension shall constitute a Loan Document for purposes of the Credit Agreement and from and after the Consent Effective Date, all references to the Credit Agreement in any Loan Document and all references in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, shall, unless expressly provided otherwise, refer to the Credit Agreement as modified by this Consent Extension and the Waiver and Consent.

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(b) For the avoidance of doubt, neither this Consent Extension nor the Waiver and Consent as modified hereby constitutes an acknowledgement by the Parent Borrower or its Subsidiaries that a Restatement would result in a Default, Specified Default or Event of Default under the Loan Documents and the Parent Borrower and its Subsidiaries reserve all of their respective rights under the Loan Documents in connection therewith.

Section 5. Expenses.  The Parent Borrower agrees to pay or reimburse the Administrative Agent for (1) all of its reasonable out-of-pocket costs and expenses incurred in connection with this Consent Extension, any other documents prepared in connection herewith and the transactions contemplated hereby, and (2) the reasonable fees, charges and disbursements of Xxxxxx & Xxxxxxx LLP, as counsel to the Administrative Agent.

Section 6. Counterparts.  This Consent Extension may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument.  Delivery of an executed counterpart of a signature page of this Consent Extension by facsimile or any other electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

Section 7. Applicable Law.  THIS CONSENT EXTENSION AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS CONSENT EXTENSION SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF, TO THE EXTENT THAT THE SAME ARE NOT MANDATORILY APPLICABLE BY STATUTE AND WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION.

Section 8. Headings.  The headings of this Consent Extension are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, the parties hereto have caused this Consent Extension to be executed and delivered by their respective duly authorized officers as of the date first above written.

	THE HERTZ CORPORATION
	By:	/s/ R. Xxxxx Xxxxxxxxxx
		Name: R. Xxxxx Xxxxxxxxxx
		Title: Senior Vice President and Treasurer
	HERTZ EQUIPMENT RENTAL CORPORATION
	By:	/s/ R. Xxxxx Xxxxxxxxxx
		Name: R. Xxxxx Xxxxxxxxxx
		Title: Treasurer
	XXXXXXXX EQUIPMENT LIMITED
	By:	/s/ R. Xxxxx Xxxxxxxxxx
		Name: R. Xxxxx Xxxxxxxxxx
		Title: Treasurer
	WESTERN SHUT-DOWN (1995) LIMITED
	By:	/s/ R. Xxxxx Xxxxxxxxxx
		Name: R. Xxxxx Xxxxxxxxxx
		Title: Treasurer
	HERTZ CANADA EQUIPMENT RENTAL PARTNERSHIP, BY ITS MANAGING PARTNER, XXXXXXXX EQUIPMENT LIMITED
	By:	/s/ R. Xxxxx Xxxxxxxxxx
		Name: R. Xxxxx Xxxxxxxxxx
		Title: Treasurer

	Acknowledged and Agreed:
	HERTZ INVESTORS, INC.
	By:		/s/ Xxxxx Xxxxxx
	Name: Xxxxx Xxxxxx
	Title: Assistant Treasurer
	HERTZ CAR SALES LLC
	HERTZ CLAIM MANAGEMENT CORPORATION
	HCM MARKETING CORPORATION
	HERTZ LOCAL EDITION CORP.
	HERTZ LOCAL EDITION TRANSPORTING, INC.
	HERTZ GLOBAL SERVICES CORPORATION
	HERTZ SYSTEM, INC.
	HERTZ TECHNOLOGIES, INC.
	HERTZ TRANSPORTING, INC.
	HERTZ ENTERTAINMENT SERVICES CORPORATION
	SMARTZ VEHICLE RENTAL CORPORATION
	CINELEASE HOLDINGS, INC.
	CINELEASE, INC.
	CINELEASE, LLC
	DONLEN CORPORATION
	DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
	DOLLAR RENT A CAR, INC.
	DTG OPERATIONS, INC.
	DTG SUPPLY, INC.
	THRIFTY, INC.
	THRIFTY CAR SALES, INC.
	THRIFTY INSURANCE AGENCY, INC.
	TRAC ASIA PACIFIC, INC.
	THRIFTY RENT-A-CAR SYSTEM, INC.
	FIREFLY RENT A CAR LLC
	By:	/s/ R. Xxxxx Xxxxxxxxxx
		Name: R. Xxxxx Xxxxxxxxxx
		Title: Treasurer

		DEUTSCHE BANK AG, NEW YORK BRANCH,
		as Administrative Agent, Collateral Agent and a Lender
		By:		/s/ Xxxxx Xxxxxxxxx
				Name: Xxxxx Xxxxxxxxx
				Title: Vice President
		By:		/s/ Xxxx X. Xxxxxxxx
				Name: Xxxx X. Xxxxxxxx
				Title: Vice President
		DEUTSCHE BANK AG, CANADA BRANCH,
		as Canadian Agent and a Lender
		By:		/s/ Xxxx Xxxxxxxxx
				Name: Xxxx Xxxxxxxxx
				Title: Vice President
		By:		/s/ Xxxxx Xxxxxxx
				Name: Xxxxx Xxxxxxx
				Title: Director

LENDERS:
	By signing below, you have indicated your agreement to this Consent.
	Name of Institution:
	Barclays Bank PLC
	By:	/s/ Xxxxxxx Xxxxxxxx
		Name: Xxxxxxx Xxxxxxxx
		Title: Assistant Vice President

LENDERS:
	By signing below, you have indicated your agreement to this Consent.
	Name of Institution:
	BANK OF AMERICA, N.A.
	By:	/s/ Xxxxxxx X. X’Xxxxx
		Name: Xxxxxxx X. X’Xxxxx
		Title: Senior Vice President

LENDERS:
	By signing below, you have indicated your agreement to this Consent.
	Name of Institution:
	Bank of America, N.A. (acting through its Canada Branch)
	By:	/s/ Xxxxxx Sales xx Xxxxxxx
		Name: Xxxxxx Sales xx Xxxxxxx
		Title: Vice President

LENDERS:
	By signing below, you have indicated your agreement to this Consent.
	Name of Institution:
	Bank of Montreal, as US Facility Lender
	By:	/s/ Xxxxx Xxxxxxx
		Name: Xxxxx Xxxxxxx
		Title: Director

LENDERS:
	By signing below, you have indicated your agreement to this Consent.
	Name of Institution:
	Bank of Montreal, as Canadian Facility Lender
	By:	/s/ Xxxx X. Xxxxxxxx
		Name: Xxxx X. Xxxxxxxx
		Title: Vice President

LENDERS:
	By signing below, you have indicated your agreement to this Consent.
	Name of Institution:
	BNP Paribas
	By:	/s/ Xxxx Xxxxxx
		Name: Xxxx Xxxxxx
		Title: Managing Director
	By:	/s/ Xxxxxx Xxxxx
		Name: Xxxxxx Xxxxx
		Title: Vice President

LENDERS:
	By signing below, you have indicated your agreement to this Consent.
	Name of Institution:
	CIT Bank
	By:	/s/ Xxxxx X. Xxxxxx
		Name: Xxxxx X. Xxxxxx
		Title: Managing Director

LENDERS:
	By signing below, you have indicated your agreement to this Consent.
	Name of Institution:
	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK
	By:	/s/ Xxxxx Xxxxxxx
		Name: Xxxxx Xxxxxxx
		Title: Managing Director
	By:	/s/ Xxxx Xxxxxxxxx
		Name: Xxxx Xxxxxxxxx
		Title: Vice President

LENDERS:
	By signing below, you have indicated your agreement to this Consent.
	Name of Institution:
	Xxxxxxx Sachs Bank USA
	By:	/s/ Xxxxxxxx Xxxxxxx
		Name: Xxxxxxxx Xxxxxxx
		Title: Authorized Signatory

LENDERS:
	By signing below, you have indicated your agreement to this Consent.
	Name of Institution:
	PNC Bank NA
	By:	/s/ Xxxxxx Xx
		Name: Xxxxxx Xx
		Title: Bank Officer

LENDERS:
	By signing below, you have indicated your agreement to this Consent.
	Name of Institution:
	The Bank of Nova Scotia
	By:	/s/ Xxx Xxxxxx
		Name: Xxx Xxxxxx
		Title: Director & Execution Head

LENDERS:
	By signing below, you have indicated your agreement to this Consent.
	Name of Institution:
	XXXXX FARGO CAPITAL FINANCE CORPORATION CANADA
	By:	/s/ Xxxxxx Xxxxxx
		Name: Xxxxxx Xxxxxx
		Title: Assistant Vice President

LENDERS:
	By signing below, you have indicated your agreement to this Consent.
	Name of Institution:
	XXXXX FARGO BANK, NATIONAL ASSOCIATION
	By:	/s/ Xxxxxxx Xxxxxxx
		Name: Xxxxxxx Xxxxxxx
		Title: Vice President

LENDERS:
	By signing below, you have indicated your agreement to this Consent.
	Name of Institution:
	Lloyds Bank plc
	By:	/s/ Xxxxxxx Xxxxxxxxx
		Name: Xxxxxxx Xxxxxxxxx
		Title: Assistant Vice President G011
	By:	/s/ Xxxxx Xxxxx
		Name: Xxxxx Xxxxx
		Title: Vice President W011

LENDERS:
	By signing below, you have indicated your agreement to this Consent.
	Name of Institution:
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
	By:	/s/ Xxxxxxx Xxxxxxx
		Name: Xxxxxxx Xxxxxxx
		Title: Authorized Signatory
	By:	/s/ Xxxxxx Xxxxxx
		Name: Xxxxxx Xxxxxx
		Title: Authorized Signatory

LENDERS:
	By signing below, you have indicated your agreement to this Consent.
	Name of Institution:
	General Electric Capital Corporation
	By:	/s/ Xxxx Xxxx
		Name: Xxxx Xxxx
		Title: Duly Authorized Signatory

LENDERS:
	By signing below, you have indicated your agreement to this Consent.
	Name of Institution:
	JPMORGAN CHASE BANK, N.A.
	By:	/s/ Xxxxxx X. Xxxxxx
		Name: Xxxxxx X. Xxxxxx
		Title: Executive Director