EXHIBIT 4
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE
THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITORY TRUST COMPANY (THE "SECURITIES DEPOSITORY") TO A NOMINEE OF THE
SECURITIES DEPOSITORY OR BY THE SECURITIES DEPOSITORY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS
NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE SECURITIES
DEPOSITORY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
SECURITIES DEPOSITORY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE SECURITIES
DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
& CO., HAS AN INTEREST HEREIN.
No. $_____________
CUSIP: 000000XX0
ISIN: US428040BU24
Common Code: 019387658
THE HERTZ CORPORATION
6.350% Senior Notes due June 15, 2010
Original Issue Date: June 3, 2004
Interest Payment Dates: June 15 and December 15
Maturity Date: June 15, 2010
Interest Rate: 6.350%
THE HERTZ CORPORATION, a Delaware corporation (hereinafter called the
"Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, the principal sum of $ (the "Principal
Amount") on the Maturity Date shown above, except as provided below, and to
pay interest thereon at the rate per annum shown above. The Company will pay
interest semiannually on the Interest Payment Dates, commencing with December
15, 2004. Interest on this Note will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from the Original
Issue Date shown above. The
Interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in
whose name this Note (or one or more Predecessor Securities) is registered at
the close of business on the Regular Record Date for such interest, which
shall be the May 30 or the November 30 (whether or not a Business Day), as the
case may be, next preceding such Interest Payment Date. Any such interest not
so punctually paid or duly provided for shall forthwith cease to be payable to
the registered Holder on such Regular Record Date, and may be paid to the
Person in whose name this Note (or one or more Predecessor Securities) is
registered on a Special Record Date for the payment of such Defaulted Interest
to be fixed by the Company, notice whereof shall be given to holders of Notes
not less than 15 days prior to such Special Record Date, or may be paid at any
time in any other lawful manner not inconsistent with the requirements of any
securities exchange upon which the Notes may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in such
Indenture.
In the event this Global Note is surrendered in exchange for Notes in
definitive form, principal and interest payable with respect to Notes in
definitive form will be payable at the office or agency of the Company
maintained for that purpose in New York, New York (the Place of Payment), in
such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts; provided,
however, that payment of interest payable with respect to such Notes in
definitive form, may be made at the option of the Company by check mailed to
the address of the Person entitled thereto as such address shall appear on the
Security Register.
This Note is one of a duly authorized issue of securities of the Company
(herein referred to as the "Securities") evidencing its unsecured
indebtedness, of the series hereinafter specified, all issued under and
pursuant to an indenture, dated as of March 16, 2001, (herein referred to as
the "Indenture"), duly executed and delivered by the Company and The Bank of
New York, as Trustee (hereinafter called the "Trustee"), to which Indenture
and all indentures supplemental thereto reference is hereby made for a
description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and Holders of the
Securities. The Securities may be issued in one or more series, which
different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest, if any, at different rates, may
be subject to different redemption provisions, if any, may be subject to
different sinking, purchase or analogous funds, if any, may be subject to
different covenants and Events of Default and may otherwise vary as provided
in the Indenture. This Note is one of the series designated as the 6.350%
Senior Notes due June 15, 2010 of the Company (herein referred to as the
"Notes"), limited except as provided in the Indenture to the aggregate
principal amount of six hundred million dollars ($600,000,000). The Company may,
without the consent of the Holder hereof, create and issue additional
securities ranking pari pasu with the Notes of this series in all respects and
so that such additional securities shall be consolidated and form a single
series having the same terms as to status, redemption or otherwise as the
Notes initially issued. No additional securities may be issued if an Event of
Default has occurred.
The Notes are not entitled to any sinking fund.
The Company may redeem the Notes, in whole or in part, at its option at
any time, at a redemption price equal to the greater of:
3
(1) 100% of the principal amount of the Notes to be redeemed; and
(2) the sum of the present values of the remaining scheduled
payments of principal and interest (other than accrued interest) on the
Notes to be redeemed as described below, discounted to the redemption
date on a semiannual basis, assuming a 360-day year consisting of twelve
30-day months, at the adjusted Treasury rate described below plus 35
basis points.
In either case, the redemption price will also include interest accrued
to the date of redemption on the principal balance of the Notes being
redeemed.
The Company will use the following procedures to calculate the adjusted
Treasury rate described in the previous paragraph. The Company will appoint as
reference dealers Barclays Capital Inc., Deutsche Bank Securities Inc., X.X.
Xxxxxx Securities Inc., or their successors, and any three other nationally
recognized securities firms that are primary U.S. government securities
dealers in The City of New York. The Company will select one of these
reference dealers to act as its quotation agent. If any of these firms ceases
to be a primary dealer of U.S. government securities in The City of New York,
the Company will appoint another nationally recognized securities firm as a
substitute.
The quotation agent will select a United States Treasury security that
has a maturity comparable to the remaining maturity of the Notes and that
would be used in accordance with customary financial practice to price new
issues of corporate debt securities with a maturity comparable to the
remaining maturity of the Notes. The reference dealers will provide the
Company and the Trustee with the bid and asked prices in writing for that
comparable United States Treasury security as of 3:30 p.m., New York time, on
the third business day before the redemption date. The Trustee will calculate
the mean of the bid and asked prices provided by each reference dealer,
eliminate the highest and the lowest reference dealer quotations and then
calculate the mean of the remaining reference dealer quotations. However, if
the Trustee obtains fewer than four reference dealer quotations, it will
calculate the mean of all reference dealer quotations and not eliminate any
quotations. The Company refers to this average quotation as the comparable
Treasury price.
The adjusted Treasury rate will be the rate per annum equal to the
semiannual equivalent yield to maturity of the comparable United States
Treasury security, assuming a price for the comparable United States Treasury
security (expressed as a percentage of its principal amount) equal to the
comparable Treasury price for such redemption date.
The Company will mail notice of any redemption to the Holder not less
than 30 days and not more than 60 days before the redemption date. Unless the
Company defaults in payment of the redemption price on the redemption date,
interest will cease to accrue on the Notes or portions of Notes called for
redemption on and after the redemption date. If the Company redeems less than
all of the Notes, the Trustee will choose the Notes to be redeemed by any
method that it deems fair and appropriate.
The Company will, subject to the exceptions and limitations set forth
below, pay as additional interest on the Notes of this series such additional
amounts as are necessary in order
4
that the net payment by the Company or a Paying Agent of the principal of and
interest thereon in respect of any beneficial owner thereof who is a
non-United States person, after deduction for any present or future tax,
assessment or governmental charge of the United States or a political
subdivision or taxing authority thereof or therein, imposed by withholding
with respect to the payment, will not be less than the amount provided in the
Notes of this series in respect of such beneficial owner, to be then due and
payable; provided, however, that the foregoing obligation to pay additional
amounts shall not apply:
(1) to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of the beneficial owner of any portion of the
Notes of this series, or a fiduciary, settlor, beneficiary, member or
shareholder of such beneficial owner if such beneficial owner is an
estate, trust, partnership or corporation, or a person holding a power
over an estate or trust administered by a fiduciary holder, being
considered as:
(a) being or having been present or engaged in trade or business in
the United States or having or having had a permanent establishment
in the United States;
(b) having a current or former relationship with the United States,
including a relationship as a citizen or resident thereof;
(c) being or having been a foreign or domestic personal holding
company, a passive foreign investment company or a controlled
foreign corporation with respect to the United States or a
corporation that has accumulated earnings to avoid United States
federal income tax; or
(d) being or having been a "10-percent shareholder" of the Company
as defined in Section 871(h)(3) of the United States Internal
Revenue Code or any successor provision;
(2) to any holder of the Notes of this series that is not the sole
beneficial owner of any Note of this series, or portion thereof, or that
is a fiduciary or partnership, but only to the extent that a beneficiary
or settlor with respect to the fiduciary, or a beneficial owner or member
of the partnership would not have been entitled to the payment of an
additional amount had the beneficiary, settlor, beneficial owner or
member received directly its beneficial or distributive share of the
payment;
(3) to a tax, assessment or governmental charge that is imposed or
withheld by reason of the failure of the holder of any portion of the
Notes of this series or any other person to comply with the
certification, identification or information reporting requirements
concerning the nationality, residence, identity or connection with the
United States of the holder or the beneficial owner of any portion of the
Notes of this series, if compliance is required by statute or by
regulation of the United States Treasury Department or by an applicable
income tax treaty to which the United States is a party as a precondition
to exemption from such tax, assessment or other governmental charge;
(4) to a tax, assessment or governmental charge that is imposed
otherwise than by withholding by the Company or a Paying Agent from the
payment;
5
(5) to a tax, assessment or governmental charge that is imposed or
withheld solely by reason of a change in law, regulation, or
administrative or judicial interpretation that becomes effective more
than 15 days after the payment becomes due or is duly provided for,
whichever occurs later;
(6) to an estate, inheritance, gift, sales, excise, transfer, wealth
or personal property tax or a similar tax, assessment or governmental
charge;
(7) to any tax, assessment or other governmental charge required to
be withheld by any Paying Agent from any payment of principal of or
interest on any Notes of this series, if such payment can be made without
such withholding by any other paying agent;
(8) to any tax, assessment or governmental charge required to be
withheld or deducted where such withholding or deduction is imposed on a
payment to an individual and is required to be made pursuant to any
European Union Directive on the taxation of savings or any law
implementing or complying with, or introduced in order to conform to,
such directive; or
(9) in the case of any combination of items (1), (2), (3), (4), (5),
(6), (7) and (8).
The Notes of this series are subject in all cases to any tax, fiscal or
other law or regulation or administrative or judicial interpretation
applicable thereto. Except as specifically provided herein, the Company shall
not be required to make any payment with respect to any tax, assessment or
governmental charge imposed by any government or a political subdivision or
taxing authority thereof or therein.
If (a) as a result of any change in, or amendment to, the laws (or any
regulations or rulings promulgated thereunder) of the United States (or any
political subdivision or taxing authority thereof or therein), or any change
in, or amendments to, official position regarding the application or
interpretation of such laws, regulations or rulings, which change or amendment
is announced or becomes effective on or after May 26, 2004, the Company
becomes or will become obligated to pay additional amounts as described above
with respect to any Notes of this series or (b) any act is taken by a taxing
authority of the United States on or after May 26, 2004, whether or not such
act is taken with respect to the Company or any affiliate, that results in a
substantial probability that the Company will or may be required to pay such
additional amounts with respect to any Notes of this series, then the Company
may, at its option, redeem, as a whole, but not in part, all of the Notes of
this series on not less than 30 nor more than 60 days' prior notice, at a
redemption price equal to 100% of their principal amount, together with
interest accrued thereon to the date fixed for redemption, provided that the
Company determines, in its business judgment, that the obligation to pay such
additional amounts cannot be avoided by the use of reasonable measures
available to it, not including substitution of the obligor under the Notes of
this series. No redemption pursuant to (b) above may be made unless the
Company shall have received an opinion of independent counsel to the effect
that an act taken by a taxing authority of the United States results in a
substantial probability that it will or may be required to pay the additional
amounts described above and the Company shall have delivered to the Trustee
6
a certificate, signed by a duly authorized officer, stating that based on such
opinion the Company is entitled to redeem the Notes of this series pursuant to
their terms.
As used herein, the term "United States" means the United States of
America (including the States and the District of Columbia), and its
territories, its possessions and other areas subject to its jurisdiction; the
term "United States person" means an individual who is a citizen or resident
of the United States, a corporation, partnership or other entity created or
organized in or under the laws of the United States, any state thereof or the
District of Columbia (other than a partnership that is not treated as a United
State person under the applicable Treasury regulations), any estate the income
of which is subject to United States federal income taxation regardless of its
source, or any trust if a court within the United States is able to exercise
primary supervision over the administration of the trust and one or more
United States persons have the authority to control all substantial decisions
of the trust. Notwithstanding the preceding sentence, to the extent provided
in the Treasury regulations, certain trusts in existence on August 20, 1996,
and treated as United States persons prior to such date that elect to continue
to be treated as United States persons will also be a United States person and
"non-United States person" means a person who is not a United States person.
Notices with respect to the Notes of this series will be published in
newspapers in The City of New York, in London, and, so long as the Notes of
this series are listed on the Luxembourg Stock Exchange, in Luxembourg. It is
expected that publication will be made in the City of New York in The Wall
Street Journal, in London in the Financial Times, in Luxembourg in the
Luxemburger Wort. Any such notice shall be deemed to have been given on the
date of such publication or, if published more than once, on the date of the
first such publication.
In case an Event of Default, as defined in the Indenture, with respect to
the Notes shall have occurred and be continuing, the principal hereof may be
declared, and upon such declaration shall become, due and payable, in the
manner, with the effect and subject to the conditions provided in the
Indenture. The Indenture provides that in certain events such declaration and
its consequences may be waived by the Holders of a majority in aggregate
principal amount of the Notes then Outstanding. Any such waiver by the Holder
of this Note (unless revoked as provided in the Indenture) shall be conclusive
and binding upon such Holder and upon all future Holders and owners of this
Note and of any Note issued upon the transfer hereof or in exchange or
substitution herefor, irrespective of whether or not any notation of such
waiver is made upon this Note or such other Notes.
The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the Holders of not less than a majority in aggregate
principal amount of all Outstanding Securities or, in certain cases, of the
Outstanding Securities of each series to be affected, evidenced as in the
Indenture provided, to execute supplemental indentures adding any provisions
to or changing in any manner or eliminating any of the provisions of the
Indenture or of any supplemental indenture or modifying in any manner the
rights of the Holders of the Securities of each such series; provided,
however, that no such supplemental indenture shall (i) change the Stated
Maturity of the principal of, or any installment of principal or interest on,
any Security, or reduce the principal amount thereof or the rate of interest,
if any, thereon, or any premium payable upon the redemption thereof, or reduce
the amount of the principal of a
7
Discounted Security that would be due and payable upon a declaration of the
Maturity thereof, or change the coin or currency in which any Security or the
interest thereon is payable, or impair the right to institute suit for the
enforcement of any such payment on or after the Stated Maturity thereof (or,
in the case of redemption, on or after the Redemption Date) or (ii) reduce the
percentage in principal amount of the Outstanding Securities or the
Outstanding Securities of any particular series, the consent of whose Holders
is required for any such supplemental indenture, or the consent of whose
Holders is required for any waiver of compliance with certain provisions of
the Indenture or certain defaults thereunder or their consequences provided
for in the Indenture. It is also provided in the Indenture that prior to the
acceleration of maturity of the Securities of any particular series upon the
occurrence of an Event of Default with respect to such series as permitted by
the Indenture, the Holders of a majority in aggregate principal amount of the
Securities of such series at the time Outstanding may on behalf of the Holders
of all of the Securities of such series waive any past default under the
Indenture with respect to Securities of such series and its consequences,
except a default in the payment of the principal of or premium, if any, or
interest, if any, on any of the Securities of such series. Any such consent or
waiver by the Holder of this Note (unless revoked as provided in the
Indenture) shall be conclusive and binding upon such Holder and upon all
future Holders and owners of this Note and of any Note issued upon transfer
hereof or in exchange or substitution herefor, irrespective of whether or not
any notation of such consent or waiver is made upon this Note or such other
Notes.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note
at the time, place and rate, and in the coin or currency, as prescribed herein
and in the Indenture.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable by the Holder hereof on
the Security Register of the Company, upon due presentment of this Note for
registration of transfer at the office of the Security Registrar, or at the
office of any Security Co-Registrar duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to, the Company and the
Security Registrar or any such Security Co-Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Notes of authorized denominations and for the same aggregate
principal amount will be issued to the designated transferee or transferees.
The Notes are issuable only as registered Notes without coupons in
denominations of $2,000 and integral multiples of $1,000 in excess thereof. As
provided in the Indenture and subject to certain limitations therein set
forth, Notes are exchangeable for new Notes of any authorized denominations of
the same aggregate principal amount as requested by the Holder surrendering
the same. If (x) the Securities Depository is at any time unwilling or unable
to continue as securities depository and a successor depository is not
appointed by the Company within 60 days, (y) the Company executes and delivers
to the Trustee a Company Order to the effect that this Note shall be
exchangeable or (z) an Event of Default has occurred and is continuing with
respect to the Notes, this Note shall be exchangeable for Notes in definitive
form of like tenor and of an equal aggregate principal amount, in
denominations of $2,000 and integral multiples of $1,000 in excess thereof.
Such definitive Notes shall be registered in such name or names as the
Securities Depository shall instruct the Trustee. If definitive Notes are so
8
delivered, the Company may make such changes to the form of this Note as are
necessary or appropriate to allow for the issuance of such definitive Notes.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment for registration of transfer, the Company, the
Trustee, the Security Registrar, any Security Co-Registrar and any agent of
the Company or the Trustee may treat the Person in whose name this Note is
registered as the absolute owner hereof for all purposes, whether or not this
Note be overdue, and neither the Company, the Trustee, the Security Registrar,
any Security Co-Registrar nor any such agent shall be affected by notice to
the contrary.
The Holder of this Note shall not have recourse for the payment of
principal of or interest on this Note or for any claim based on this Note or
the Indenture against any director, officer or stockholder, past, present or
future, of the Company. By acceptance of this Note, the Holder waives any such
claim against any such Person.
The Indenture and this Note shall be governed by and construed in
accordance with the laws of the State of New York.
All terms used but not defined in this Note which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
Unless the certificate of authentication hereon has been executed by the
Trustee under such Indenture, this Note shall not be entitled to any benefit
under such Indenture or be valid or obligatory for any purpose.
9
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed
manually or in facsimile, and a facsimile of its corporate seal to be
imprinted hereon.
Dated: June 3, 2004
THE HERTZ CORPORATION
By:
--------------------------------------
Treasurer
Attest:
---------------------------------
Assistant Secretary
[SEAL]
Dated: June 3, 2004
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the
series designated herein, issued under
the Indenture described herein.
THE BANK OF NEW YORK, as Trustee
By:_______________________
Authorized Signatory
10
