0001047469-09-007407 Sample Contracts

STOCK SUBSCRIPTION AGREEMENT
Stock Subscription Agreement • August 7th, 2009 • Hertz Global Holdings Inc • Services-auto rental & leasing (no drivers) • New York

This Stock Subscription Agreement (this “Agreement”) is made as of May 19, 2009, between Hertz Global Holdings, Inc., a Delaware corporation (the “Company”), and the undersigned investor (the “Subscriber”).

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Contract
Amendment No. 2 • August 7th, 2009 • Hertz Global Holdings Inc • Services-auto rental & leasing (no drivers) • New York

AMENDMENT NO. 2 (this “Amendment”), dated as of May 19, 2009, between HERTZ VEHICLE FINANCING LLC (“HVF”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association (as successor to BNY MIDWEST TRUST COMPANY, an Illinois trust company), as trustee (together with its successors in trust thereunder as provided in the Base Indenture referred to below, the “Trustee”) to the Amended and Restated Series 2005-2 Supplement dated as of August 1, 2006 (as amended, modified, restated or supplemented from time to time, the “Series 2005-2 Supplement”), between HVF and the Trustee to the Second Amended and Restated Base Indenture, dated as of August 1, 2006, between HVF and the Trustee (as amended, modified, restated or supplemented from time to time, exclusive of Series Supplements, the “Base Indenture”).

CONSENT AND WAIVER AGREEMENT
Consent and Waiver Agreement • August 7th, 2009 • Hertz Global Holdings Inc • Services-auto rental & leasing (no drivers) • New York

CONSENT AND WAIVER AGREEMENT, dated as of May 19, 2009 (this “Waiver Agreement”), among AMBAC ASSURANCE CORPORATION, a Wisconsin stock insurance company (“Ambac”), HERTZ VEHICLE FINANCING LLC, a special purpose limited liability company established under the laws of Delaware (“HVF”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association (as successor to BNY MIDWEST TRUST COMPANY, an Illinois trust company), as trustee (together with its successors in trust thereunder as provided in the Base Indenture referred to below, the “Trustee”).

CONSENT AND WAIVER AGREEMENT
Consent and Waiver Agreement • August 7th, 2009 • Hertz Global Holdings Inc • Services-auto rental & leasing (no drivers) • New York

CONSENT AND WAIVER AGREEMENT, dated as of May 19, 2009 (this “Waiver Agreement”), among MBIA INSURANCE CORPORATION, a New York corporation (“MBIA”), HERTZ VEHICLE FINANCING LLC, a special purpose limited liability company established under the laws of Delaware (“HVF”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association (as successor to BNY MIDWEST TRUST COMPANY, an Illinois trust company), as trustee (together with its successors in trust thereunder as provided in the Base Indenture referred to below, the “Trustee”).

Contract
Amendment No. 2 • August 7th, 2009 • Hertz Global Holdings Inc • Services-auto rental & leasing (no drivers) • New York

AMENDMENT NO. 2 (this “Amendment”), dated as of May 19, 2009, between HERTZ VEHICLE FINANCING LLC (“HVF”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association (as successor to BNY MIDWEST TRUST COMPANY, an Illinois trust company), as trustee (together with its successors in trust thereunder as provided in the Base Indenture referred to below, the “Trustee”) to the Amended and Restated Series 2005-1 Supplement dated as of August 1, 2006 (as amended, modified, restated or supplemented from time to time, the “Series 2005-1 Supplement”), between HVF and the Trustee to the Second Amended and Restated Base Indenture, dated as of August 1, 2006, between HVF and the Trustee (as amended, modified, restated or supplemented from time to time, exclusive of Series Supplements, the “Base Indenture”).

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